UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Matinas Biopharma Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(Title of Class of Securities)

576810105

(CUSIP Number)

Jennifer Lorenzo
c/o GJG Capital, LLC
107 Circle Road
Staten Island, NY 10304
(917) 439-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 29, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 4,900,000 shares of Issuer common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of Class A Convertible Preferred Stock of the Issuer (the “Class A Preferred Stock”).

** Percentage of class calculated based on 91,397,393 total outstanding shares of Common Stock as of May 12 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 15, 2017.

* Includes 4,900,000 shares of Issuer Common Stock issuable upon conversion of Class A Convertible Preferred Stock of the Issuer.

** Percentage of class calculated based on 91,397,393 total outstanding shares of Common Stock as of May 12 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC (“SEC”) on May 15, 2017.

* Includes 4,900,000 shares of Issuer Common Stock issuable upon conversion of Class A Convertible Preferred Stock of the Issuer.

** Percentage of class calculated based on 91,397,393 total outstanding shares of Common Stock as of May 12 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC (“SEC”) on May 15, 2017.

On March 22, 2017, Reporting Persons filed a Schedule 13D with respect to the Issuer, reporting an aggregate beneficial ownership in excess of 20% of the Issuer’s shares of Common Stock outstanding at such time (based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 14, 2016), but otherwise meeting the passive investor requirements in Rule 13d-1(c) under the Securities Exchange Act of 1934.

Pursuant to the Operating Agreement, dated July 19, 2013 by and among GJG Capital, LLC and the other signatories thereto, effective June 29, 2017, GJG Life Sciences, LLC made a pro-rata distribution, without consideration, of 10,496,760 shares of Matinas common stock to its Members. Of such shares, 8,931,427 were distributed to the Class A Members and the remaining 1,565,333 shares were distributed to the sole member and manager of GJG Capital, LLC, the Manager and Class B Member of GJG Life Sciences, LLC, in consideration for performance fees and deferred management fees and operating expenses of the Manager. As a result, the Reporting Persons’ aggregate percentage ownership decreased to 7.3% and they are therefore filing this Schedule 13G. The Reporting Persons have not made any acquisitions or dispositions of Issuer’s Voting Common Stock since their initial Schedule 13D filing. Reporting Persons certify that the aforementioned securities were not acquired and are not held for the purpose of or with the effect of, changing or influencing the control of Issuer of the securities, and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Item 1.

Item 2.

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

*GJG Capital is the Managing Member of GJG Life and the Managing Member is the manager of GJG Capital. GJG Life is a private investment vehicle whose principal business consists of acquiring shares in public and private companies. Because of GJG Capital’s and the Managing Member’s relationship to GJG Life, each of GJG Capital and the Managing Member may be deemed to beneficially own the securities held by GJG Life. GJG Capital and the Managing Member each disclaim beneficial ownership of the securities held by GJG Life except to the extent of their respective pecuniary interests therein.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

See Exhibit 1.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2017