Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

MANNINO RAPHAEL J

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [MTNB]

(Last)

(First)

(Middle)

C/O MATINAS BIOPHARMA HOLDINGS, INC., 1545 ROUTE 206 SOUTH SUITE 302

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Scientific Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BEDMINSTER, NJ 07921

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	1,419,565	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	09/02/2015	02/27/2025	Common Stock	11,112	$ 0.48 ⁽¹⁾	D
Option (right to buy)	⁽²⁾	09/01/2025	Common Stock	338,888	$ 0.945 ⁽²⁾	D
Option (right to buy)	⁽³⁾	02/14/2026	Common Stock	60,000	$ 0.43 ⁽³⁾	D
Option (right to buy)	⁽⁴⁾	02/20/2027	Common Stock	125,000	$ 3.32 ⁽⁴⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MANNINO RAPHAEL J C/O MATINAS BIOPHARMA HOLDINGS, INC. 1545 ROUTE 206 SOUTH SUITE 302 BEDMINSTER, NJ 07921			Chief Scientific Officer

Signatures

/s/ Raphael J. Mannino		03/01/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan.
(2)	The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 36 months commencing on September 1, 2015. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan.
(3)	The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 36 months commencing on February 15, 2016. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan.
(4)	The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 36 months commencing on February 21, 2017. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan.
Remarks: Exhibit 24 - Power of Attorney

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