SEC Form 4 · accession 0001019056-17-000294
Matinas BioPharma Holdings, Inc. · MTNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 15, 2017
Accepted (ET)
Mar 16, 2017 · 10:29 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582554
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 15, 2017 | X | 1,369,169 | $0.75 | A | 10,496,760 | I | By GJG Life Sciences, LLC |
| Common StockF1 | holding | — | — | — | 521,243 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1 | $0.75 | Mar 15, 2017 | X | 1,369,169 | D | Apr 10, 2015 | Mar 30, 2020 | Common Stock | 1,369,169 | 0 | I |
| Class A Convertible Preferred StockF2,F1 | $0.50 | holding | — | — | — | Jul 29, 2016 | — | Common Stock | 3,950,000 | 3,950,000 | I |
| Class A Convertible Preferred StockF2,F1 | $0.50 | holding | — | — | — | Jul 29, 2016 | — | Common Stock | 950,000 | 950,000 | I |
Explanation of responses
- F1On March 15, 2017 GJG Life Sciences, LLC exercised a warrant to purchase 1,369,169 shares of Matinas common stock at an exercise price of $0.75 a share. The warrant was 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 GJG Capital, LLC and, as a result, the reporting person and GJG Capital, LLC may be deemed to be indirect beneficial owners of the reported securities. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest. The reporting person is the direct owner of 521,243 shares of Matinas common stock.
- F2GJG Life Sciences, LLC is the direct owner of Class A Convertible Preferred Stock of Matinas (the "Class A Preferred"). The Class A Preferred will convert automatically into Matinas common stock upon the earlier of (i) notice by Matinas to the holders that Matinas elected to convert all outstanding shares of Class A Preferred, (ii) three years from July 29, 2016, (iii) the approval of Matinas' 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 Matinas' MAT2501 product candidate. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the Class A Preferred Stock except to the extent of their respective pecuniary interest.