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*
Fletcher Spaght Ventures II LP
(Last) (First) (Middle)
222 BERKELEY STREET
(Street)
BOSTON MA 02116
(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)
Director X 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)
Form filed by One Reporting Person
X 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)
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)
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*
Fletcher Spaght Ventures II LP
(Last) (First) (Middle)
222 BERKELEY STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FSV II LP
(Last) (First) (Middle)
222 BERKELEY STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FSV II-B LP
(Last) (First) (Middle)
222 BERKELEY STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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