SEC Form 4 · accession 0000903423-15-000328
HTG MOLECULAR DIAGNOSTICS, INC · HTGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GLAXOSMITHKLINE PLC
10% Owner
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 12:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001169987
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 11, 2015 | P | 365,106 | $14.00 | A | 365,106 | I | By S.R. One, Limited |
| Common StockF3,F2 | May 11, 2015 | C | 340,314 | — | A | 705,420 | I | By S.R. One, Limited |
| Common StockF3,F2 | May 11, 2015 | C | 141,797 | — | A | 847,217 | I | By S.R. One, Limited |
| Common StockF3,F2 | May 11, 2015 | J | 91,271 | — | A | 938,488 | I | By S.R. One, Limited |
| Common StockF5,F2 | May 11, 2015 | C | 110,755 | — | A | 1,049,243 | I | By S.R. One, Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF2,F3 | — | May 11, 2015 | C | 36,546,366 | D | — | — | Common Stock | 340,314 | 0 | I |
| Series E Convertible Preferred StockF2,F3 | — | May 11, 2015 | C | 15,227,653 | D | — | — | Common Stock | 141,797 | 0 | I |
| Subordinated Convertible Promissory NoteF2,F5 | — | May 11, 2015 | C | 110,755 | D | — | Mar 31, 2016 | Common Stock | 110,755 | 0 | I |
| Series E Convertible Preferred Stock Warrant (Right to Buy)F2,F6 | — | May 11, 2015 | C | 2,784,593 | D | — | Jan 14, 2022 | Common Stock | 2,784,593 | 0 | I |
| Common Stock Warrant (Right to Buy)F2,F6 | — | May 11, 2015 | C | 43,538 | A | — | Jan 14, 2022 | Common Stock | 43,538 | 43,538 | I |
Explanation of responses
- F1Shares purchased in the Issuer's initial public offering at the initial public offering price of $14.00 per share.
- F2Shares are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc (Reporting Person).
- F3Each share of Series D Convertible Preferred Stock and Series E Convertible Preferred Stock, including all accrued cumulative and unpaid dividends thereon, converted automatically into Common Stock on a 1-for-107.39 basis, upon the closing of the Issuer's initial public offering. Both the Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock had no expiration date.
- F4Shares of Common Stock acquired upon payment of shares in respect of dividends accrued on Series D Convertible Preferred Stock and Series E Convertible Preferred Stock at the closing of the Issuer's initial public offering.
- F5The Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's initial public offering.
- F6The right to receive 2,784,593 Series E Shares upon exercise of the Warrants converted automatically into a right to receive 43,538 shares of Common Stock upon exercise of the Warrants, which can be exercised at any time, at an exercise price of $14.00, upon the closing of the Issuer's initial public offering.