SEC FORM 4

SEC Form 4

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^*

George Harry A.

(Last)

(First)

(Middle)

C/O HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. GLOBAL LOOP

(Street)

TUCSON

85706

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HTG MOLECULAR DIAGNOSTICS, INC [ HTGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2015		C		17,321⁽¹⁾	A	⁽¹⁾	122,008	I	By Entities affiliated with Solstice Capital⁽²⁾
Common Stock	05/11/2015		C		21,180⁽¹⁾	A	⁽¹⁾	143,188	I	By Entities affiliated with Solstice Capital⁽²⁾
Common Stock	05/11/2015		C		1,178⁽¹⁾	A	⁽³⁾	144,366	I	By Entities affiliated with Solstice Capital⁽²⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			574,212	⁽¹⁾	⁽¹⁾	Common Stock	17,321	$0.00	0	I	By Entities affiliated with Solstice Capital⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			1,895,946	⁽¹⁾	⁽¹⁾	Common Stock	21,180	$0.00	0	I	By Entities affiliated with Solstice Capital⁽²⁾
Series D Convertible Preferred Stock Warrant (right to buy)	⁽³⁾	05/11/2015		X⁽³⁾			126,535	07/30/2010	07/29/2020	Series D Convertible Preferred Stock	126,535⁽³⁾	$0.00	0	I	By Entities affiliated with Solstice Capital⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	05/11/2015		X⁽³⁾		126,535		⁽⁴⁾	⁽⁴⁾	Common Stock	1,178	$0.00	126,535	I	By Entities affiliated with Solstice Capital⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			126,535	⁽¹⁾	⁽¹⁾	Common Stock	1,178	$0.00	0	I	By Entities affiliated with Solstice Capital⁽²⁾

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. The Reporting Person is the managing member of Solstice Capital and has joint voting and investment power over the shares held by Solstice Capital.

3. The warrant was net exercised for shares of common stock upon the closing of the Issuer's initial public offering.

4. The shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series D Convertible Preferred Stock will automatically convert on a 1 for 107.39 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Shaun D. McMeans, Attorney-in-Fact	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).
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