FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HTG MOLECULAR DIAGNOSTICS, INC [ HTGM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common Stock | 05/11/2015 | C | 246,727(1) | A | (1) | 246,727 | I | By entities affiliatd with Fletcher Spaght Ventures(2) | ||
Common Stock | 05/11/2015 | C | 56,718(1) | A | (1) | 303,445 | I | By entities affiliated with Fletcher Spaght Ventures(3) | ||
Common Stock | 05/11/2015 | J(4) | 44,301 | A | $14 | 347,746 | I | By entities affiliated with Fletcher Spaght Ventures(5) | ||
Common Stock | 05/11/2015 | J(6) | 68,404 | A | $0.00 | 416,150 | I | By entities affiliated with Fletcher Spaght Ventures(7) | ||
Common Stock | 05/11/2015 | P(8) | 102,445 | A | $14 | 518,595 | I | By entities affiliated with Fletcher Spaght Ventures(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 D Convertible Preferred Stock | (1) | 05/11/2015 | C | 26,496,116 | (1) | (1) | Common Stock | 246,727 | $0.00 | 0 | I | By entities affiliated with Fletcher Spaght Ventures(2) | |||
Series E Convertible Preferred Stock | (1) | 05/11/2015 | C | 6,091,062 | (1) | (1) | Common Stock | 56,718 | $0.00 | 0 | I | By entities affiliated with Fletcher Spaght Ventures(3) | |||
Series E Convertible Preferred Stock Warrants (right to buy) | $0.2189 | 05/11/2015 | C(10) | 1,358,988 | 01/14/2015 | 01/14/2022 | Series E Convertible Preferred Stock | 1,358,988 | $0.00 | 0 | I | By entities affiliated with Fletcher Spaght Ventures(11) | |||
Common Warrants (right to buy) | $14 | 05/11/2015 | C(10) | 21,246 | 01/14/2015 | 01/14/2022 | Common Stock | 21,246 | $0.00 | 21,246 | I | By entities affiliated with Fletcher Spaght Ventures(12) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock on a 1 for 107.39 basis, after accounting for any applicable antidilution adjustments. The shares have no expiration date. |
2. Shares held as follows: 156,453 by Fletcher Spaght Ventures II, L.P.; 74,519 by FSV II-B, L.P. and 15,755 by FSV II, L.P. |
3. Shares held as follows: 35,966 by Fletcher Spaght Ventures II, L.P., 17,130 shares by FSV II-B, L.P. and 3,622 by FSV II, L.P. |
4. Represents the conversion of outstanding promissory notes in the principal amount of $614,176.05, plus accrued interest, into shares of the Issuer's common stock upon closing of the Issuer's initial public offering at a conversion price of $14.00 per share held as follows: $389,456.40 held by Fletcher Spaght Ventures II, L.P., $185,498.94 held by FSV II-B, L.P. and $39,220.71 held by FSV II, L.P. |
5. Shares held as follows: 28,092 by Fletcher Spaght Ventures II, L.P., 13,380 by FSV II-B, L.P. and 2,829 by FSV II, L.P. |
6. On April 23, 2015, the Board of Directors of the Issuer declared a dividend payable to all holders of the Series D Convertible Preferred Stock and Series E Convertible Preferred Stock of the Issuer payable in the form of shares of Common Stock of the Issuer. The dividends were issued in connection with the closing of the Issuer's initial public offering. |
7. Shares held as follows: 43,379 by Fletcher Spaght Ventures II, L.P., 20,660 by FSV II-B, L.P. and 4,365 by FSV II, L.P. |
8. The shares were purchased at the Issuer's initial public offering. |
9. Shares held as follows: 64,962 by Fletcher Spaght Ventures II, L.P., 30,941 by FSV II-B, L.P. and 6,542 by FSV II, L.P. |
10. Pursuant to the terms of the warrant, effective upon the closing of the Issuer's initial public offering, the warrant became exercisable for the number of shares of common stock shown above at an exercise price equal to $14.00 per share. |
11. Consists of warrants to purchase shares of Series E Convertible Preferred Stock as follows: 861,751 issued to Fletcher Spaght Ventures II, L.P., 410,454 issued to FSV II-B, L.P. and 86,783 issued to FSV II, L.P. |
12. Consists of warrants to purchase shares of Common Stock as follows: 13,473 issued to Fletcher Spaght Ventures II, L.P., 6,417 issued to FSV II-B, L.P. and 1,356 issued to FSV II, L.P. |
Remarks: |
/s/ Fletcher Spaght Ventures II, L.P. By: Fletcher Spaght Associates II, L.P., its General Partner By: FSA II, LLC, its General Partner By: Linda Tufts, Managing Member | 05/13/2015 | |
/s/ FSV II, L.P.; by: Fletcher Spaght Associates II, LP, its General Partner; By: FSA II, LLC, its General Partner, By Linda Tufts, Managing Member | 05/13/2015 | |
/s/ FSV II-B, L.P.;By Fletcher Spaght Associates II-B, LLC, its General Partner; By FSA II, LLC, its Manager; By Linda Tufts, Managing Member | 05/13/2015 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |