Sec Form 4 Filing - Hwang Larn @ Marina Biotech, Inc. - 2018-04-16

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 Hwang Larn 2. Issuer Name and Ticker or Trading Symbol Marina Biotech, Inc. [ MRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (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 C( 1 ) 10.44 04/16/2018 ( 2 ) common stock 104,400 $ 5,000 10.44 D Warrants to Purchase Common Stock $ 0.55 04/16/2018 C( 1 ) 78,300 04/16/2018 ( 3 ) common stock 78,300 $ 0 78,300 D 5% Convertible Promissory Note $ 5,000 04/16/2018 C( 1 ) 04/16/2018 ( 4 ) Preferred Stock / Warrants ( 5 ) ( 5 ) $ 0 $ 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hwang Larn C/O MARINA BIOTECH, INC. 17870 CASTLETON STREET, SUITE 250 CITY OF INDUSTRY, CA91748 Chief Scientific Officer Signatures /s/ Larn Hwang 04/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 16, 2018, the reporting person and the issuer amended the convertible promissory note in the principal amount of $50,000 that the issuer issued to the reporting person in June 2017 so that the unpaid principal amount thereof, together with accrued but unpaid interest thereon, would be converted into 10.44 shares of the issuer's Series E Convertible Preferred Stock and warrants to purchase up to 78,300 shares of the issuer's common stock upon the closing of the private placement of Series E Preferred Stock and common stock purchase warrants on April 16, 2018 (the "Offering"). As a result of such conversion, the note has been satisfied in full and is no longer outstanding. ( 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. ( 4 )N/A ( 5 )The note converted into 10.44 shares of Series E Convertible Preferred Stock and warrants to purchase 78,300 shares of common stock.

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