SEC Form 4 · accession 0001019056-17-000603
Matinas BioPharma Holdings, Inc. · MTNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 2:02 pm 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 | Jun 28, 2017 | J | 10,496,760 | $0.00 | D | 0 | I | By GJG Life Sciences, LLC |
| Common StockF1 | Jun 28, 2017 | J | 1,565,333 | $0.00 | A | 2,086,576 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/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 June 29, 2017, GJG Life Sciences, LLC distributed to its Members, pro-rata without consideration, 10,496,760 shares of Matinas common stock. Of such shares, 8,931,427 shares were distributed to the Class A Members and the remaining 1,565,333 shares were distributed to the reporting person, the Managing Member of the Class B Member, GJG Capital, LLC.
- 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. 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 Class A Preferred Stock except to the extent of their respective pecuniary interest.
Remarks
Upon completion of the distribution reported above, the reporting persons' owned less than 10% of Matinas common stock. As a result, the reporting persons are no longer subject to Section 16.