SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

SIMPSON JOHN B PH D MD

(Last)

(First)

(Middle)

C/O AVINGER, INC., 400 CHESAPEAKE DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2015

3. Issuer Name and Ticker or Trading Symbol
Avinger Inc [ AVGR ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	56,468	I	By Simpson Family Trust

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	326,591	⁽³⁾	I	By Simpson Family Trust
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	225,235	⁽⁴⁾	I	By Simpson Family Trust
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	71,522	⁽⁵⁾	I	By Simpson Family Trust
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	17,009	⁽⁵⁾	I⁽⁹⁾	By GIGL Investments, L.P.
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	83,268	⁽⁵⁾	I⁽⁹⁾	By Foxhollow ACLP
Series C Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	49,937	⁽⁶⁾	I	By Simpson Family Trust
Series C Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	25,463	⁽⁶⁾	I⁽⁹⁾	By GIGL II Investments, L.P.
Series D Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	37,509	⁽⁷⁾	I	By Simpson Family Trust
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	317,458	⁽⁸⁾	I	By Simpson Family Trust
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	47,618	⁽⁸⁾	I	By Rita Lynn Simpson
Stock Option (Right to Buy)	⁽¹⁾	05/01/2023	Common Stock	28,888⁽⁸⁾	$22.5	D
Stock Option (Right to Buy)	⁽¹⁾	12/31/2024	Common Stock	838,250⁽⁸⁾	$4.95	D
Warrant (Right to Buy)	⁽¹⁾	09/02/2019	Common Stock	111,110⁽⁸⁾	$12.6	I	By Simpson Family Trust
Warrant (Right to Buy)	⁽¹⁾	01/12/2020	Common Stock	111,110⁽⁸⁾	$12.6	I	By Simpson Family Trust
Warrant (Right to Buy)	⁽¹⁾	01/09/2020	Common Stock	33,332⁽⁸⁾	$12.6	I	By Rita Lynn Simpson

Explanation of Responses:

1. Immediately

2. N/A

3. Converts into common stock on a 1.2252845150-for-one basis.

4. Converts into common stock on a 1.0917708450-for-one basis.

5. Converts into common stock on a 1.4982606300-for-one basis.

6. Converts into common stock on a 1.5317380420-for-one basis.

7. Converts into common stock on a 1.6168809050-for-one basis.

8. Converts into common stock on a one-for-one basis.

9. John B. Simpson disclaims beneficial ownership in GIGL II Investments, L.P., GIGL Investments, L.P. and Foxhollow ACLP, except to the extent of his pecuniary interest therein.

Remarks:

The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about January 29, 2015.

	/s/ John B. Simpson	01/29/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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