Ownership Submission

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	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Shareholder

(Last)

(First)

(Middle)

C/O GJG CAPITAL, LLC, 107 CIRCLE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2017

(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)
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	06/28/2017		J⁽¹⁾		10,496,760	D	$ 0 ⁽¹⁾	0 ⁽¹⁾	I ⁽¹⁾	By GJG Life Sciences, LLC ⁽¹⁾
Common Stock	06/28/2017		J⁽¹⁾		1,565,333	A	$ 0 ⁽¹⁾	2,086,576 ⁽¹⁾	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Convertible Preferred Stock

$ 0.5

07/29/2016

⁽²⁾

Common Stock

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⁾

I ⁽¹⁾ ⁽²⁾

By GJG Life Sciences, LLC ⁽²⁾

Reporting Owners

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

Signatures

/s/ Jennifer Lorenzo		07/03/2017
^**Signature of Reporting Person		Date
/s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC		07/03/2017
^**Signature of Reporting Person		Date
/s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC		07/03/2017
^**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 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.
(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. 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.

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