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 ^*

STERN ADAM K

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)

AEGIS CAPITAL CORP, ATTN: CASSEL SHAPIRO, 810 SEVENTH AVE., 18TH FLOOR

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

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

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

(Street)

NEW YORK, NY 10019

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	793,992	D
Common Stock, par value $0.0001 per share	300,000	I	Held by Pavillion Capital Partners Inc. ⁽¹⁾
Common Stock, par value $0.0001 per share	300,000	I	Held by Piper Ventures Partners LLC ⁽¹⁾
Common Stock, par value $0.0001 per share	1,000,000	I	Held by AKS Family Foundation ⁽¹⁾
Common Stock, par value $0.0001 per share	3,589,483	I	Held by AKS Family Partners LP ⁽¹⁾
Common Stock, par value $0.0001 per share	600,000	I	Held by SternAegis Ventures LLC Defined Benefit Pension Plan

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)	⁽²⁾	10/02/2023	Common Stock	150,000	$ 0.94 ⁽²⁾	D
Option (right to buy)	⁽³⁾	07/20/2024	Common Stock	150,000	$ 1.28 ⁽³⁾	D
Option (right to buy)	⁽⁴⁾	08/05/2024	Common Stock	50,000	$ 0.85 ⁽⁴⁾	D
Option (right to buy)	⁽⁵⁾	01/27/2025	Common Stock	50,000	$ 0.41 ⁽⁵⁾	D
Option (right to buy)	⁽⁶⁾	02/14/2026	Common Stock	22,500	$ 0.43 ⁽⁶⁾	D
Option (right to buy)	⁽⁷⁾	02/20/2027	Common Stock	40,000	$ 3.32 ⁽⁷⁾	D
Warrant (right to buy)	04/10/2015	04/09/2020	Common Stock	952,676	$ 0.5	D
Warrant (right to buy)	09/12/2016	09/12/2021	Common Stock	750,000	$ 0.5	D
Series A Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	200,000	$ 0.5 ⁽⁸⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STERN ADAM K AEGIS CAPITAL CORP, ATTN: CASSEL SHAPIRO 810 SEVENTH AVE., 18TH FLOOR NEW YORK, NY 10019	X	X

Signatures

/s/ Adam K. Stern		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)	Mr. Stern disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Mr. Stern of the reported securities for purposes of Section 16 or any other purpose.
(2)	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.
(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 "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.
(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 vested in equal monthly installments over a period of five months commencing on August 6, 2014. 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 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.
(6)	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 vested in equal monthly installments over a period of 12 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.
(7)	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 12 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.
(8)	Mr. Stern purchased 20,000 shares of our Series A Preferred Stock in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended. The shares of Series A Preferred Stock are convertible on a ten-for-one basis for shares of the Issuer's common stock, and are convertible at any time, at the holder's election, or upon certain mandatory conversion events set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock of the Issuer. The Series A Preferred Stock has no expiration date.
Remarks: Exhibit 24 - Power of Attorney

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