Blech Isaac Form 4 Marina Biotech / ISAAC BLECH 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^*

BLECH ISAAC

(Last) (First) (Middle)

C/O MARINA BIOTECH, INC.

17870 CASTLETON STREET, SUITE 250

(Street)

CITY OF INDUSTRY CA 91748

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marina Biotech, Inc. [ MRNA ]

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)
04/16/2018

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

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 E Convertible Preferred Stock	$0.5	04/16/2018		A(1)		2.25		04/16/2018	(2)	common stock	22,500	$5,000	2.25	D
Warrants to Purchase Common Stock	$0.55	04/16/2018		A(1)		16,875		04/16/2018	(3)	common stock	16,875	$0.00	16,875	D
Series E Convertible Preferred Stock	$0.5	04/16/2018		C(4)		103.7		04/16/2018	(2)	common stock	1,037,000	$5,000	103.7	I	By trust(5)
Warrants to Purchase Common Stock	$0.55	04/16/2018		C(4)		777,750		04/16/2018	(3)	common stock	777,750	$0.00	777,750	I	By trust(5)
Convertible Promissory Note	$5,000	04/16/2018		C(4)			$500,000	04/16/2018	(6)	Preferred Stock/Warrants(7)	(7)	$0.00	$0.00	I	By trust(5)

Explanation of Responses:

1. In connection with the closing of the issuer's private placement of shares of its Series E Convertible Preferred Stock and warrants to purchase shares of its common stock (the "Offering"), which occurred on April 16, 2018, the issuer and the reporting person agreed that the issuer would satisfy all accrued and unpaid fees owed by the issuer to the reporting person for services as a member of the issuer's Board of Directors prior to January 1, 2018, by the issuance by the issuer to the reporting person of 2.25 shares of Series E Preferred Stock and warrants to purchase 16,875 shares of common stock.

2. Each outstanding share of Series E Preferred Stock shall be converted into common stock on the earliest to occur of: (i) any date more than 30 trading days after the closing of the Offering that the closing price of common stock on each of the 30 days immediately prior to such conversion exceeds $5.00; (ii) the three year anniversary of the closing of the Offering; and (iii) the date on which the holders of a majority of the outstanding shares of Series E Preferred Stock elect to convert all of the outstanding shares of Series E Preferred Stock.

3. The warrants expire on the five year anniversary of the closing of the Offering.

4. Pursuant to its terms, the unpaid principal balance of the convertible promissory note in the principal amount of $500,000 that the issuer issued to a trust affiliated with the reporting person in November 2017, plus accrued and unpaid interest thereon, converted into 103.7 shares of Series E Preferred Stock and warrants to purchase 777,750 shares of common stock upon the closing of the Offering. As a result of such conversion, the note has been satisfied in full and is no longer outstanding.

5. The applicable securities are held by River Charitable Remainder Unit Trust, FBO Isaac Blech, July 20, 1987, Isaac Blech Trustee, of which trust the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 as amended, or for any other purpose.

6. N/A

7. The note converted into 103.7 shares of Series E Convertible Preferred Stock and warrants to purchase 777,750 shares of common stock.

	/s/ Isaac Blech	04/18/2018
	** Signature of Reporting Person	Date
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