| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2017 | 3. Issuer Name and Ticker or Trading Symbol Matinas BioPharma Holdings, Inc. [ MTNB ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share | 3,779,600 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option (right to buy) | (1) | 10/02/2023 | Common Stock | 275,000 | 0.94(1) | D | |
| Option (right to buy) | (2) | 07/20/2024 | Common Stock | 200,000 | 1.28(2) | D | |
| Option (right to buy) | (3) | 08/05/2024 | Common Stock | 50,000 | 0.85(3) | D | |
| Option (right to buy) | (4) | 01/27/2025 | Common Stock | 50,000 | 0.41(4) | D | |
| Option (right to buy) | (5) | 02/14/2026 | Common Stock | 35,000 | 0.43(5) | D | |
| Option (right to buy) | (6) | 02/20/2027 | Common Stock | 53,333 | 3.32(6) | D | |
| Series A Preferred Stock, par value $0.0001 | (7) | (7) | Common Stock | 200,000 | 0.5(7) | D | |
| Explanation of Responses: |
| 1. The option award was made prior to the commencement of trading of the issuer's Common Stock on the OTC.QB. The option vested in equal monthly installments over a period of 36 months commencing on August 1, 2013. |
| 2. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vested in equal monthly installments over a period of 36 months commencing on October 3, 2013. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. |
| 3. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vested in equal monthly installments over a period of five months commencing on August 6, 2014. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. |
| 4. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 36 months commencing on January 1, 2015. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. |
| 5. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vested in equal monthly installments over a period of 12 months commencing on February 15, 2016. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. |
| 6. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 12 months commencing on February 21, 2017. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. |
| 7. Mr. Conrad purchased 20,000 shares of our Series A Preferred Stock in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended. The shares of Series A Preferred Stock are convertible on a ten-for-one basis for shares of the Issuer's common stock, and are convertible at any time, at the holder's election, or upon certain mandatory conversion events set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock of the Issuer. The Series A Preferred Stock has no expiration date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Herbert Conrad | 03/01/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
