FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lorenzo Jennifer
   2. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [MTNB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GJG CAPITAL, LLC, 107 CIRCLE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017
(Street)

STATEN ISLAND, NY 10304		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2017   X   1,369,169 A $ 0.75 10,496,760 (1) I (1) By GJG Life Sciences, LLC (1)
Common Stock               521,243 D (1)  

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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 Underlying Securities
(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 of Derivative Security: 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
Warrant (right to buy) $ 0.75 03/15/2017   X     1,369,169 04/10/2015 03/30/2020 Common Stock 1,369,169 $ 0 0 I (1) By GJG Life Sciences, LLC (1)
Class A Convertible Preferred Stock $ 0.5             07/29/2016   (2) Common Stock 3,950,000 (2)   3,950,000 (2) I (1) (2) By GJG Life Sciences, LLC (2)
Class A Convertible Preferred Stock $ 0.5             07/29/2016   (2) Common Stock 950,000 (2)   950,000 (2) I (1) (2) By GJG Life Sciences, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lorenzo Jennifer
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304		     X    
GJG Life Sciences, LLC
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304		     X    
GJG Capital, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304		     X    

Signatures

 /s/ Jennifer Lorenzo   03/16/2017
**Signature of Reporting Person Date
 /s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC   03/16/2017
**Signature of Reporting Person Date
 /s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC   03/16/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On 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.
(2) GJG 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.

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