SEC Form 4 · accession 0001104659-15-006712
Avinger Inc · AVGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Cullen
Director
Period of report
Feb 4, 2015
Accepted (ET)
Feb 4, 2015 · 5:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506928
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4 | Feb 4, 2015 | C | 13,101 | — | A | 13,101 | I | By 2000 James Cullen Generation Skipping Family Trust |
| Common StockF1,F5,F2 | Feb 4, 2015 | C | 73,762 | — | A | 73,762 | I | Gilbert Investments, LLC. |
| Common StockF2 | Feb 4, 2015 | X | 2,380 | $12.60 | A | 76,142 | I | Gilbert Investments, LLC. |
| Common StockF2 | Feb 4, 2015 | S | 2,307 | $13.00 | D | 73,835 | I | Gilbert Investments, LLC. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF2,F1 | — | Feb 4, 2015 | C | 24,968 | D | — | — | Common Stock | 38,244 | 0 | I |
| Series D Convertible Preferred StockF4,F3 | — | Feb 4, 2015 | C | 8,103 | D | — | — | Common Stock | 13,101 | 0 | I |
| Series E Convertible Preferred StockF2,F5,F6 | — | Feb 4, 2015 | C | 19,646 | D | — | — | Common Stock | 19,646 | 0 | I |
| Series E Convertible Preferred StockF2,F5,F6 | — | Feb 4, 2015 | C | 15,872 | D | — | — | Common Stock | 15,872 | 0 | I |
| Warrant (Right to Buy)F2 | $12.60 | Feb 4, 2015 | X | 2,380 | D | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 2,380 | 0 | I |
Explanation of responses
- F1The Series C Convertible Preferred Stock converted into Common Stock on a 1.5317380420 for 1 basis and had no expiration date.
- F2Mr. 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.
- F3The Series D Convertible Preferred Stock converted into Common Stock on a 1.6168809050 for 1 basis and had no expiration date.
- F4Mr. 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.
- F5The Series E Convertible Preferred Stock converted into Common Stock on a 1 for 1 basis and had no expiration date.
- F6On 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.