SEC Form 4 · accession 0001209191-15-042266
HTG MOLECULAR DIAGNOSTICS, INC · HTGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 4:20 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 | C | 246,727 | — | A | 246,727 | I | By entities affiliatd with Fletcher Spaght Ventures |
| Common StockF1,F3 | May 11, 2015 | C | 56,718 | — | A | 303,445 | I | By entities affiliated with Fletcher Spaght Ventures |
| Common StockF5 | May 11, 2015 | J | 44,301 | $14.00 | A | 347,746 | I | By entities affiliated with Fletcher Spaght Ventures |
| Common StockF7 | May 11, 2015 | J | 68,404 | $0.00 | A | 416,150 | I | By entities affiliated with Fletcher Spaght Ventures |
| Common StockF9 | May 11, 2015 | P | 102,445 | $14.00 | A | 518,595 | I | By entities affiliated with Fletcher Spaght Ventures |
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,F1 | — | May 11, 2015 | C | 26,496,116 | D | — | — | Common Stock | 246,727 | 0 | I |
| Series E Convertible Preferred StockF3,F1 | — | May 11, 2015 | C | 6,091,062 | D | — | — | Common Stock | 56,718 | 0 | I |
| Series E Convertible Preferred Stock Warrants (right to buy)F11 | $0.2189 | May 11, 2015 | C | 1,358,988 | D | Jan 14, 2015 | Jan 14, 2022 | Series E Convertible Preferred Stock | 1,358,988 | 0 | I |
| Common Warrants (right to buy)F12 | $14.00 | May 11, 2015 | C | 21,246 | A | Jan 14, 2015 | Jan 14, 2022 | Common Stock | 21,246 | 21,246 | I |
Explanation of responses
- F1Automatic 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.
- F10Pursuant 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.
- F11Consists of warrants to purchase shares of Series E Convertible Preferred Stock as follows: 861,751 issued to Fletcher Spaght Ventures II, L.P., 410,454 issued to FSV II-B, L.P. and 86,783 issued to FSV II, L.P.
- F12Consists of warrants to purchase shares of Common Stock as follows: 13,473 issued to Fletcher Spaght Ventures II, L.P., 6,417 issued to FSV II-B, L.P. and 1,356 issued to FSV II, L.P.
- F2Shares held as follows: 156,453 by Fletcher Spaght Ventures II, L.P.; 74,519 by FSV II-B, L.P. and 15,755 by FSV II, L.P.
- F3Shares held as follows: 35,966 by Fletcher Spaght Ventures II, L.P., 17,130 shares by FSV II-B, L.P. and 3,622 by FSV II, L.P.
- F4Represents the conversion of outstanding promissory notes in the principal amount of $614,176.05, 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 held as follows: $389,456.40 held by Fletcher Spaght Ventures II, L.P., $185,498.94 held by FSV II-B, L.P. and $39,220.71 held by FSV II, L.P.
- F5Shares held as follows: 28,092 by Fletcher Spaght Ventures II, L.P., 13,380 by FSV II-B, L.P. and 2,829 by FSV II, L.P.
- F6On 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.
- F7Shares held as follows: 43,379 by Fletcher Spaght Ventures II, L.P., 20,660 by FSV II-B, L.P. and 4,365 by FSV II, L.P.
- F8The shares were purchased at the Issuer's initial public offering.
- F9Shares held as follows: 64,962 by Fletcher Spaght Ventures II, L.P., 30,941 by FSV II-B, L.P. and 6,542 by FSV II, L.P.