SEC Form 4 · accession 0001209191-17-050346
HTG MOLECULAR DIAGNOSTICS, INC · HTGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Novo Holdings A/S
10% Owner
Period of report
Aug 23, 2017
Accepted (ET)
Aug 25, 2017 · 7:17 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 | Aug 23, 2017 | S | 47,162 | $2.0244 | D | 1,102,651 | D | |
| COMMON STOCKF3 | Aug 24, 2017 | S | 382,437 | $1.9086 | D | 720,214 | D | |
| COMMON STOCKF4 | Aug 25, 2017 | S | 720,214 | $1.7503 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES E PREFERRED STOCK WARRANTS (RIGHT TO BUY)F6,F5 | $14.00 | holding | — | — | — | — | Jan 14, 2022 | COMMON STOCK | 49,786 | 49,786 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.95 to $2.07, inclusive. Novo Holdings A/S ("Novo") undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F2This total does not include 49,786 shares of common stock subject to warrants which were erroneously reported as having been exercised in connection with the Issuer's IPO on a Form 4 filed May 12, 2015. Thus, the holdings of common stock reported by Novo since the May 12, 2015 filing have overstated the total shares held by 49,786 shares.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.900 to $2.045, inclusive. Novo undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.75 to $1.87, inclusive. Novo undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5These warrants have no expiration date and are convertible at any time at the holder's election.
- F6These warrants were erroneously reported as exercised at the time of the IPO on the Form 4 filed May 12, 2015. The warrants are unexercised and, as of the date of this filing, Novo does not hold any shares of common stock but continues to hold the warrants.
Remarks
Novo Holdings A/S ("Novo") is a Danish limited liability company. The board of directors of Novo (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.