SEC Form 3

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* Lorenzo Jennifer (Last) (First) (Middle) C/O GJG CAPITAL, LLC 107 CIRCLE ROAD (Street) STATEN ISLAND NY 10304 (City) (State) (Zip)	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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	9,127,591	I	By GJG Life Sciences, LLC(1)
Common Stock	521,243	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrant to Purchase Common Stock	04/10/2015	03/30/2020	Common Stock	1,369,169	$0.75	I	By GJG Life Sciences, LLC(1)
Class A Convertible Preferred Stock	07/29/2016	(3)	Common Stock	3,950,000	$0.5	I	By GJG Life Sciences, LLC(1)
Class A Convertible Preferred Stock	07/29/2016	(3)	Common Stock	950,000	$0.5	I	By GJG Life Sciences, LLC(1)

1. Name and Address of Reporting Person* Lorenzo Jennifer (Last) (First) (Middle) C/O GJG CAPITAL, LLC 107 CIRCLE ROAD (Street) STATEN ISLAND NY 10304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GJG Life Sciences, LLC (Last) (First) (Middle) C/O GJG CAPITAL, LLC 107 CIRCLE ROAD (Street) STATEN ISLAND NY 10304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GJG Capital, LLC (Last) (First) (Middle) 107 CIRCLE ROAD (Street) STATEN ISLAND NY 10304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by GJG Life Sciences, LLC, a limited liability company of which GJG Capital, LLC is the Managing Member. The reporting person is the Managing Member of Life Sciences, LLC and so the reported securities may be deemed to be beneficially owned by GJG Capital, LLC and Jennifer Lorenzo, the Managing Member and President of GJG Capital, LLC. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest.

2. The reported securities are owned directly by Jennifer Lorenzo.

3. 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) three years from July 29, 2016, (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.

	/s/ Jennifer Lorenzo	03/01/2017
	/s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC	03/01/2017
	/s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC	03/01/2017
	** Signature of Reporting Person	Date
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