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*
Rooke Andrew K.
(Last) (First) (Middle)
C/O MRI INTERVENTIONS, INC.
5 MUSICK
(Street)
IRVINE, CA 92618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MRI INTERVENTIONS, INC. [ MRIC ] 		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)
09/02/2016
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)
Code V Amount (A) or (D) Price
Common Stock 09/02/2016 P 10,000 A (1) 10,000 I By trust
Common Stock 09/02/2016 C 200,000 A (2) 210,000 I By trust
Common Stock 255,439 D
Common Stock 4,658 I By trust
Common Stock 4,658 I By trust
Common Stock 4,658 I By trust
Common Stock 4,658 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 2,602 I By trust
Common Stock 11,628 I By Withington Foundation
Common Stock 12,500 I By Payne Partners LLC
Common Stock 51,455 I By Rooke Fiduciary Management
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
Warrants (right to buy) $5.5 09/02/2016 P 9,000 09/02/2016(4) 09/02/2021 Common Stock 9,000 (1) 9,000 I By trust
2009 Note $5 09/02/2016 C $1,000,000(3) (3) (3) Unit(3) (3) $5(3) 0 I By trust
Warrants (right to buy) $5.5 09/02/2016 C 180,000 09/02/2016(4) 09/02/2021 Common Stock 180,000 (2) 180,000 I By trust
Warrants(5) (right to buy) $5.5(5) 03/25/2014 P 7,500 03/25/2014(4) 03/25/2019 Common Stock 7,500 (2) 7,500 I By trust
Explanation of Responses:
1. The reported securities are included within 40,000 units purchased by the Reporting Person for $5.00 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.90 share of common stock.
2. The reported securities are included within 200,000 units sold to the Reporting Person for $5.00 per unit upon the automatic conversion of the $1,000,000 principal balance of the 12% Second-Priority Secured Non-Convertible Promissory Note Due 2019 dated as of March 25, 2014 ("2019 Note") issued to and held by the Reporting Person, as amended by that certain Omnibus Amendment dated as of June 30, 2016 and that certain Second Omnibus Amendment dated as of August 31, 2016 (the "Second Omnibus Amendment"). Each unit consists of one share of common stock and one warrant to purchase 0.90 share of common stock.
3. Upon the closing of the Issuer's private placement on September 2, 2016 (the "Private Placement"), in accordance with the terms and conditions of the Second Omnibus Amendment, the $1,000,000 principal balance of the 2019 Note held by the Reporting Person automatically converted into 200,000 units issued and sold to the Reporting Person based on the $5.00 offering price in the Private Placement. Each unit consists of common stock and one warrant to purchase 0.90 share of common stock.
4. The shares subject to this warrant are immediately exercisable.
5. These warrants were previously reported on the Form 4 filed with the Securities and Exchange Commission on March 26, 2014. This line item reflects the current exercise price of such warrants resulting from anti-dilution adjustments made pursuant to the Second Omnibus Amendment triggered by the Private Placement, on a post reverse stock split basis,.
/s/ Richard F. Mattern, by Power of Attorney for Andrew K. Rooke 09/07/2016
** 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.
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