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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [ MTNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/26/2016 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/26/2019 | C | 200,000 | A | $0 | 397,983 | D | |||
Common Stock, par value $0.0001 per share | 07/26/2019 | J(1) | V | 48,000 | A | $0 | 445,983 | D | ||
Common Stock, par value $0.0001 per share | 06/21/2019 | J(2) | V | 20,000 | A | $0 | 465,983 | D | ||
Common Stock, par value $0.0001 per share | 09/30/2019 | A | 38,066(3) | A | $0 | 504,049 | D | |||
Common Stock, par value $0.0001 per share | 125,000 | I | By Herbert J. Conrad Trust u/a/d 3/4/2005, Herbert J Conrad and Judith Conrad, Trustees | |||||||
Common Stock, par value $0.0001 per share | 3,784,944 | I | Herbert Conrad 2019 Grantor Retained Annuity Trust (GRAT) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 A Preferred Stock | $0 | 07/29/2016 | P | 20,000 | 07/29/2016 | (4) | Common Stock | 200,000 | $5 | 20,000 | D | ||||
Series A Preferred Stock | $0 | 07/29/2019 | C | 20,000 | 07/29/2016 | (4) | Common Stock | 200,000 | $0 | 0 | D |
Explanation of Responses: |
1. Stock dividend, payable to all holders of record of Series A Preferred Stock of 2.4 shares of Common Stock for each share of Series A Preferred Stock. |
2. Stock dividend, payable to all holders of record of Series B Preferred Stock of 200 shares of Common Stock for each share of Series B Preferred Stock. |
3. On September 30, 2019, the Reporting Person was issued 38,066 shares of common stock par value $.0001 per share pursuant to the Company's 2013 Equity Compensation Plan. Such shares vest immediately upon grant. |
4. Converts automatically into Common Stock upon the earlier of (i) notice by the Issuer to the holders that the Issuer elected to convert all outstanding shares of Class A Preferred, (ii) July 29, 2019, (iii) the approval of the Issuer's MAT2203 product candidate by the U.S. Food and Drug Administration or the European Medicines Agency (the "Regulatory Approval") or (iv) the Regulatory Approval of the Issuer's MAT2501 product candidate. |
Remarks: |
Exhibit 24 Power of Attorney |
/s/_Keith A. Kucinski, attorney-in fact for Herbert J. Conrad | 10/02/2019 | |
** 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. |