SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

McMeans Shaun D

(Last)

(First)

(Middle)

C/O HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. GLOBAL LOOP

(Street)

TUCSON

85706

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Finance & Admin. & CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	03/07/2022	Common Stock	8,380	$2.15	D
Stock Option (right to buy)	⁽²⁾	01/31/2023	Common Stock	1,854	$2.15	D
Stock Option (right to buy)	⁽³⁾	08/05/2023	Common Stock	13,036	$2.15	D
Stock Option (right to buy)	⁽⁴⁾	03/19/2024	Common Stock	30,308	$2.15	D
Stock Option (right to buy)	⁽⁵⁾	12/28/2024	Common Stock	2,327	$12.89	D
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,063⁽⁷⁾	$0.00⁽⁶⁾	D
Series E Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	1,417⁽⁷⁾	$0.00⁽⁸⁾	D

Explanation of Responses:

1. 1/4th of the shares vest on February 13,2013; the balance of the shares vest in a series of twelve (12) succesive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after February 13, 2013.

2. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after February 1, 2013.

3. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after August 6, 2013.

4. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after March 20, 2014.

5. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after October 1, 2014.

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. Share numbers assume or give effect to the 1 for 107.39 reverse stock split of the Issuer's Common Stock effected on April 27, 2015, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering.

8. The shares of Series E 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 E 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	05/05/2015
	** 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 5 (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.