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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CULLEN JAMES (Last) (First) (Middle) C/O AVINGER, INC., 400 CHESAPEAKE DRIVE (Street) REDWOOD CITY CA 94063 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Avinger Inc [ AVGR ]	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) 02/04/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2015		C		13,101	A	(3)	13,101	I(4)	By 2000 James Cullen Generation Skipping Family Trust
Common Stock	02/04/2015		C		73,762	A	(1)(5)	73,762	I(2)	Gilbert Investments, LLC.
Common Stock	02/04/2015		X		2,380	A	$12.6	76,142	I(2)	Gilbert Investments, LLC.
Common Stock	02/04/2015		S(6)		2,307	D	$13	73,835	I(2)	Gilbert Investments, LLC.

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 C Convertible Preferred Stock	(1)	02/04/2015		C			24,968	(1)	(1)	Common Stock	38,244(1)	$0	0	I(2)	Gilbert Investments, LLC.
Series D Convertible Preferred Stock	(3)	02/04/2015		C			8,103	(3)	(3)	Common Stock	13,101(3)	$0	0	I(4)	By 2000 James Cullen Generation Skipping Family Trust
Series E Convertible Preferred Stock	(5)	02/04/2015		C			19,646	(5)	(5)	Common Stock	19,646(6)	$0	0	I(2)	Gilbert Investments, LLC.
Series E Convertible Preferred Stock	(5)	02/04/2015		C			15,872	(5)	(5)	Common Stock	15,872(6)	$0	0	I(2)	Gilbert Investments, LLC.
Warrant (Right to Buy)	$12.6	02/04/2015		X			2,380	10/29/2013	10/29/2018	Common Stock	2,380	$0.00	0	I(2)	Gilbert Investments, LLC.

Explanation of Responses:

1. The Series C Convertible Preferred Stock converted into Common Stock on a 1.5317380420 for 1 basis and had no expiration date.

2. Mr. Cullen has sole voting and dispositive power with respect to shares held by Gilbert Investments, LLC. Mr. Cullen disclaims beneficial ownership in Gilbert Investments, LLC except to the extent of his pecuniary interest therein.

3. The Series D Convertible Preferred Stock converted into Common Stock on a 1.6168809050 for 1 basis and had no expiration date.

4. Mr. Cullen has sole voting and dispositive power with respect to shares held by 2000 James Cullen Generation Skipping Family Trust. Mr. Cullen does not have a pecuniary interest in the 2000 James Cullen Generation Skipping Family Trust.

5. The Series E Convertible Preferred Stock converted into Common Stock on a 1 for 1 basis and had no expiration date.

6. On February 4, 2015, the reporting person exercised a warrant to purchase 2,380 share of Avinger, Inc. Common Stock for $12.60 per share. The reporting person paid the exercise price on a cashless basis, resulting in Avinger, Inc.'s withholding of 2,307 of the warrant shares to pay the price and issuing to the reporting person the remaining 73 shares. Avinger, Inc. also paid $2.90 to the reporting person in lieu of a fractional share.

	/s/James G. Cullen	02/04/2015
	** Signature of Reporting Person	Date
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