SEC Form 4 · accession 0001209191-15-042302

HTG MOLECULAR DIAGNOSTICS, INC · HTGM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Lawrence D. Senour

10% Owner

Merck Capital Ventures LLC

10% Owner

Period of report

May 11, 2015

Accepted (ET)

May 13, 2015 · 4:36 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
Common Stock^F1	May 11, 2015	C	125,327	—	A	125,327	D
Common Stock^F1	May 11, 2015	C	90,494	—	A	215,821	D
Common Stock^F1	May 11, 2015	C	192,373	—	A	408,194	D
Common Stock^F1	May 11, 2015	C	70,898	—	A	479,092	D
Common Stock^F1,F2	May 11, 2015	C	1,963	—	A	481,055	D
Common Stock	May 11, 2015	J	55,377	$14.00	A	536,432	D
Common Stock	May 11, 2015	J	52,929	$0.00	A	589,361	D
Common Stock	May 11, 2015	P	167,343	$14.00	A	756,704	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C-1 Convertible Preferred Stock^F1	—	May 11, 2015	C	8,670,520	D	—	—	Common Stock	125,327	0	D
Series C-2 Convertible Preferred Stock^F1	—	May 11, 2015	C	9,601,924	D	—	—	Common Stock	90,494	0	D
Series D Convertible Preferred Stock^F1	—	May 11, 2015	C	20,658,958	D	—	—	Common Stock	192,373	0	D
Series E Convertible Preferred Stock^F1	—	May 11, 2015	C	7,613,826	D	—	—	Common Stock	70,898	0	D
Series D Convertible Preferred Stock Warrant (right to buy)^F2	—	May 11, 2015	X	210,893	D	Jul 30, 2010	Jul 29, 2020	Series D Convertible Preferred Stock	210,893	0	D
Series D Convertible Preferred Stock^F6	—	May 11, 2015	X	210,893	A	—	—	Common Stock	1,963	210,893	D
Series D Convertible Preferred Stock^F1	—	May 11, 2015	C	210,893	D	—	—	Common Stock	1,963	0	D
Series E Convertible Preferred Stock Warrant (right to buy)	$0.2189	May 11, 2015	C	1,818,681	D	Jan 14, 2015	Jan 14, 2022	Series E Convertible Preferred Stock	1,818,681	0	D
Common Warrant (right to buy)^F7	$14.00	May 11, 2015	C	28,436	A	Jan 14, 2015	Jan 14, 2022	Common Stock	28,436	28,436	D

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.
F2The warrant was net exercised for shares of common stock upon the closing of the Issuer's initial public offering.
F3Represents the conversion of outstanding promissory notes in the principal amount of $767,719.83, 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.
F4On 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.
F5The shares were purchased at the Issuer's initial public offering.
F6The 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.
F7Pursuant 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.