SEC FORM 4

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^*

QUAY STEVEN C

(Last)

(First)

(Middle)

3830 MONTE VILLA PARKWAY

(Street)

BOTHELL

98021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MDRNA, 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)
03/16/2009

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 of MDRNA, Inc.	03/20/2009		A		731,275	A	⁽¹⁾	1,166,504⁽²⁾	D
Common Stock of MDRNA, Inc.								165	I	Held by spouse

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)
Common Stock Options of MDRNA, Inc.	$14.72	10/28/2008	10/28/2008	J⁽³⁾			600,000	07/20/2006	07/20/2015	Common Stock	600,000⁽³⁾	$14.72	2,604,247⁽³⁾	D
Common Stock Options of MDRNA, Inc.	$25	10/28/2008	10/28/2008	J⁽³⁾			100,000	05/02/2003	05/02/2012	Common Stock	100,000⁽³⁾	$25	2,504,247⁽³⁾	D
Common Stock Options of MDRNA, Inc.	$12.94	03/16/2009	03/16/2009	J⁽⁴⁾			800,000	05/02/2003	05/02/2012	Common Stock	800,000⁽⁴⁾	$12.94	1,704,247⁽⁴⁾	D

Explanation of Responses:

1. Not applicable.

2. On October 1, 2008, the reporting person purchased 770 shares of Common Stock of MDRNA, Inc. pursuant to the MDRNA, Inc. 2007 Employee Stock Purchase Plan (the "Plan") that allows for the purchase of shares of the company's common stock at a 15% discount of the fair market value of the shares of common stock on the applicable offering date or on the applicable purchase date, as defined in the Plan. In addition, on March 20, 2009, the reporting person and the Company entered into an Amendment, Acknowledgment and Mutual Release under which the reporting person was issued 731,275 restricted shares of MDRNA, Inc.'s common stock in partial payment of severance due to the reporting person by the Company. The shares contain a restrictive legend allowing the sale of such shares after a 6-month holding period subject to SEC regulations.

3. On October 28, 2008, the reporting person surrendered vested options to purchase 600,000 shares of MDRNA, Inc.'s common stock of at an exercise price of $14.72 and vested options to purchase 100,000 shares of MDRNA, Inc.'s common stock of at an exercise price of $25.00 per share, to the company for no consideration. Such options were then cancelled by the company.

4. On March 16, 2009, the reporting person surrendered vested options to purchase 800,000 shares of MDRNA, Inc.'s common stock at an exercise price of $12.94 per share, to the company for no consideration. Such options were then cancelled by the company.

Remarks:

	/s/ Bruce R. York Chief Financial Officer	03/20/2009
	** 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).
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