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 *
  Giordano Natasha
 2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2020		 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
_____ Officer (give title below) _____ Other (specify below)
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)

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) 09/10/2030 Common Stock 287,917 $ 0.693 D  

Reporting Owners

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

Signatures

/s/ Natasha Giordano 09/15/2020
**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 to reporting person as a prospective director in accordance with the terms of the Issuer's 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 11, 2020. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.
 
Remarks:
Exhibit 24 - Power of Attorney

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