Matthew Winkler Form 4 Mirna Therapeutics / Matthew Winkler 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^*

Winkler Matthew

(Last)

(First)

(Middle)

C/O MIRNA THERAPEUTICS, INC.

2150 WOODWARD ST., SUITE 100

(Street)

AUSTIN

78744

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mirna Therapeutics, Inc. [ MIRN ]

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)
10/05/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2015		C		134,958	A	⁽¹⁾	134,958	D
Common Stock	10/05/2015		C		28,458	A	⁽¹⁾	163,416	D
Common Stock	10/05/2015		C		235,899	A	⁽¹⁾	399,315	D
Common Stock	10/05/2015		C		187,277	A	⁽¹⁾	586,592	D
Common Stock	10/05/2015		C		2,345	A	⁽¹⁾	2,345	I	See Footnote⁽²⁾
Common Stock	10/05/2015		C		40,281	A	⁽¹⁾	42,626	I	See Footnote⁽²⁾
Common Stock	10/05/2015		C		2,345	A	⁽¹⁾	2,345	I	See Footnote⁽³⁾
Common Stock	10/05/2015		C		40,281	A	⁽¹⁾	42,626	I	See Footnote⁽³⁾
Common Stock	10/05/2015		C		2,345	A	⁽¹⁾	2,345	I	See Footnote⁽⁴⁾
Common Stock	10/05/2015		C		40,281	A	⁽¹⁾	42,626	I	See Footnote⁽⁴⁾
Common Stock	10/06/2015		J⁽⁵⁾		62,582	A	$0.00⁽⁵⁾	649,174	D
Common Stock	10/06/2015		J⁽⁵⁾		8,408	A	$0.00⁽⁵⁾	51,034	I	See Footnote⁽²⁾
Common Stock	10/06/2015		J⁽⁵⁾		8,408	A	$0.00⁽⁵⁾	51,034	I	See Footnote⁽³⁾
Common Stock	10/06/2015		J⁽⁵⁾		8,408	A	$0.00⁽⁵⁾	51,034	I	See Footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	10/05/2015		C			134,958	⁽¹⁾	⁽⁶⁾	Common Stock	134,958	⁽¹⁾	0	D
Series A Preferred Stock	⁽¹⁾	10/05/2015		C			2,345	⁽¹⁾	⁽⁶⁾	Common Stock	2,345	⁽¹⁾	0	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	10/05/2015		C			2,345	⁽¹⁾	⁽⁶⁾	Common Stock	2,345	⁽¹⁾	0	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	10/05/2015		C			2,345	⁽¹⁾	⁽⁶⁾	Common Stock	2,345	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	10/05/2015		C			28,458	⁽¹⁾	⁽⁶⁾	Common Stock	28,458	⁽¹⁾	0	D
Series C Preferred Stock	⁽¹⁾	10/05/2015		C			235,899⁽⁷⁾	⁽¹⁾	⁽⁶⁾	Common Stock	235,899⁽⁷⁾	⁽¹⁾	0	D
Series C Preferred Stock	⁽¹⁾	10/05/2015		C			40,281	⁽¹⁾	⁽⁶⁾	Common Stock	40,281	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/05/2015		C			40,281	⁽¹⁾	⁽⁶⁾	Common Stock	40,281	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	10/05/2015		C			40,281	⁽¹⁾	⁽⁶⁾	Common Stock	40,281	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	10/05/2015		C			187,277	⁽¹⁾	⁽⁶⁾	Common Stock	187,277	⁽¹⁾	0	D

Explanation of Responses:

1. Each share of Series A, Series B, Series C and Series D Preferred Stock automatically converted on a one-to-one basis into Common Stock upon the consummation of the Issuer's initial public offering.

2. The shares are held by the Daniel Winkler 2000 Trust.

3. The shares are held by the John Winkler 2000 Trust.

4. The shares are held by the Joshua Winkler 2000 Trust.

5. The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series C and Series D Preferred Stock of the Company.

6. The expiration date is not relevant to the conversion of these securities.

7. Due to a clerical error, the Reporting Person's Form 3 which previously reported the holding of these shares understated his total by one (1) share.

Remarks:

	/s/ Jon Irvin, Attorney-in-Fact for Matthew Winkler	10/06/2015
	** 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 4 (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.

Matthew Winkler Form 4Mirna Therapeutics / Matthew Winkler ownership change