Sec Form 4 Filing - Williams Donald Allen @ Marina Biotech, Inc. - 2018-04-16

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Williams Donald Allen
2. Issuer Name and Ticker or Trading Symbol
Marina Biotech, Inc. [ MRNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARINA BIOTECH, INC., 17870 CASTLETON STREET, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2018
(Street)
CITY OF INDUSTRY, CA91748
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock $ 0.5 04/16/2018 A( 1 ) 18 04/16/2018 ( 2 ) common stock 180,000 $ 5,000 18 D
Warrants to Purchase Common Stock $ 0.55 04/16/2018 A( 1 ) 135,000 04/16/2018 ( 3 ) common stock 135,000 $ 0 135,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Williams Donald Allen
C/O MARINA BIOTECH, INC.
17870 CASTLETON STREET, SUITE 250
CITY OF INDUSTRY, CA91748
X
Signatures
/s/ Donald A. Williams 04/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the issuer's private placement of shares of its Series E Convertible Preferred Stock and warrants to purchase shares of its common stock (the "Offering"), which occurred on April 16, 2018, the issuer and the reporting person agreed that the issuer would satisfy all accrued and unpaid fees owed by the issuer to the reporting person for services as a member of the issuer's Board of Directors prior to January 1, 2018 by the issuance by the issuer to the reporting person of 18 shares of Series E Preferred Stock and warrants to purchase 135,000 shares of common stock.
( 2 )Each outstanding share of Series E Preferred Stock shall be converted into common stock on the earliest to occur of: (i) any date more than 30 trading days after the closing of the Offering that the closing price of the common stock on each of the 30 days immediately prior to such conversion exceeds $5.00; (ii) the three year anniversary of the closing of the Offering; and (iii) the date on which the holders of a majority of the outstanding shares of Series E Preferred Stock elect to convert all of the outstanding shares of Series E Preferred Stock.
( 3 )The warrants expire on the five year anniversary of the closing of the Offering.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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