Matinas BioPharma (MTNB) Form 4 Matinas BioPharma / HERBERT J CONRAD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONRAD HERBERT J

(Last) (First) (Middle)

C/O MATINAS BIOPHARMA HOLDINGS, INC..

1545 ROUTE 206 SOUTH SUITE 302

(Street)

BEDMINSTER NJ 07921

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [ MTNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	06/19/2021		J(1)	V	40,000	A	$0	1,360,905	I	By Herbert J. Conrad Trust u/a/d 3/4/2005, Herbert J Conrad, Susan Wachtel, Nancy Fallick, Trustees
Common Stock, par value $0.0001 per share	06/19/2021		C(2)	V	200,000	A	$0	1,560,905	I	By Herbert J. Conrad Trust u/a/d 3/4/2005, Herbert J Conrad, Susan Wachtel, Nancy Fallick, Trustees
Common Stock, par value $0.0001 per share								2,639,039	I	By Herbert Conrad 2020 Grantor Retained Annuity Trust (GRAT)
Common Stock, par value $0.0001 per share								494,622	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	$0.5	06/19/2021		C(2)	V		100	06/21/2018	(2)	Common Stock	200,000	$0	0	I	By Herbert J. Conrad Trust u/a/d 3/4/2005, Herbert J Conrad, Susan Wachtel, Nancy Fallick, Trustees

Explanation of Responses:

1. Stock dividend, payable to all holders of record of Series B Preferred Stock of 400 shares of Common Stock for each share of Series B Preferred Stock.

2. On June 19, 2021, pursuant to the Certificate of Designations of Preferences, Rights and Limitations of the Series B Preferred Stock (the "Certificate") of the Issuer, all shares of Series B Convertible Preferred Stock were mandatorily converted into shares of the Issuer's common stock. Each share of Series B Convertible Preferred Stock converted into 2,000 shares of the Issuer's common stock. The shares of Series B Convertible Preferred Stock were convertible at any time, at the holder's election, or upon certain mandatory conversion events set forth in the Certificate. The Series B Convertible Preferred Stock had no expiration date.

	/s/ Keith A. Kucinski, attorney-in fact for Herbert J. Conrad	06/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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