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^*

Merck Capital Ventures LLC

(Last)

(First)

(Middle)

ONE MERCK DRIVE

P.O. BOX 1000

(Street)

WHITEHOUSE STATION

08889

(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)
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		125,327⁽¹⁾	A	⁽¹⁾	125,327	D
Common Stock	05/11/2015		C		90,494⁽¹⁾	A	⁽¹⁾	215,821	D
Common Stock	05/11/2015		C		192,373⁽¹⁾	A	⁽¹⁾	408,194	D
Common Stock	05/11/2015		C		70,898⁽¹⁾	A	⁽¹⁾	479,092	D
Common Stock	05/11/2015		C		1,963⁽¹⁾	A	⁽²⁾	481,055	D
Common Stock	05/11/2015		J⁽³⁾		55,377	A	$14	536,432	D
Common Stock	05/11/2015		J⁽⁴⁾		52,929	A	$0.00	589,361	D
Common Stock	05/11/2015		P⁽⁵⁾		167,343	A	$14	756,704	D

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 C-1 Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			8,670,520	⁽¹⁾	⁽¹⁾	Common Stock	125,327	$0.00	0	D
Series C-2 Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			9,601,924	⁽¹⁾	⁽¹⁾	Common Stock	90,494	$0.00	0	D
Series D Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			20,658,958	⁽¹⁾	⁽¹⁾	Common Stock	192,373	$0.00	0	D
Series E Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			7,613,826	⁽¹⁾	⁽¹⁾	Common Stock	70,898	$0.00	0	D
Series D Convertible Preferred Stock Warrant (right to buy)	⁽²⁾	05/11/2015		X⁽²⁾			210,893	07/30/2010	07/29/2020	Series D Convertible Preferred Stock	210,893⁽²⁾	$0.00	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	05/11/2015		X⁽²⁾		210,893		⁽⁶⁾	⁽⁶⁾	Common Stock	1,963	$0.00	210,893	D
Series D Convertible Preferred Stock	⁽¹⁾	05/11/2015		C			210,893	⁽¹⁾	⁽¹⁾	Common Stock	1,963	$0.00	0	D
Series E Convertible Preferred Stock Warrant (right to buy)	$0.2189	05/11/2015		C⁽⁷⁾			1,818,681	01/14/2015	01/14/2022	Series E Convertible Preferred Stock	1,818,681	$0.00	0	D
Common Warrant (right to buy)	$14	05/11/2015		C⁽⁷⁾		28,436⁽⁷⁾		01/14/2015	01/14/2022	Common Stock	28,436	$0.00	28,436	D

1. Name and Address of Reporting Person^*

Merck Capital Ventures LLC

(Last)

(First)

(Middle)

ONE MERCK DRIVE

P.O. BOX 1000

(Street)

WHITEHOUSE STATION

08889

(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^*

Senour Lawrence D.

(Last)

(First)

(Middle)

ONE MERCK DRIVE

PO BOX 1000

(Street)

WHITEHOUSE STATION

08889

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

3. Represents the conversion of outstanding promissory notes in the principal amount of $767,719.83, 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.

4. 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.

5. The shares were purchased at the Issuer's initial public offering.

6. 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.

7. 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.

Remarks:

	/s/ Sunil Patel, AVP, Corporate Development	05/13/2015
	/s/ Lawrence D. Senour	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).
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