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 *
  Rongen Roelof
 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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive 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 3,534,416
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)   (1) 07/20/2024 Common Stock 350,000 $ 1.28 (1) D  
Option (right to buy)   (2) 01/27/2025 Common Stock 300,000 $ 0.41 (2) D  
Option (right to buy)   (3) 10/02/2023 Common Stock 350,000 $ 0.94 (3) D  
Option (right to buy)   (4) 02/14/2026 Common Stock 375,000 $ 0.43 (4) D  
Option (right to buy)   (5) 02/20/2027 Common Stock 600,000 $ 3.32 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rongen Roelof
C/O MATINAS BIOPHARMA HOLDINGS, INC.
1545 ROUTE 206 SOUTH, SUITE 302
BEDMINSTER, NJ 07921		   X     Chief Executive Officer  

Signatures

/s/ Roelof Rongen 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 "2013 Plan"). The option vested in equal monthly installments over a period of 36 months commencing on October 3, 2013. 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 option vests in equal monthly installments over a period of 36 months commencing on January 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 prior to the commencement of trading of the issuer's Common Stock on the OTC.QB. The option vested in equal monthly installments over a period of 36 months commencing on August 1, 2013.
(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 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.
(5) 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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