SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/05/2015 | 3. Issuer Name and Ticker or Trading Symbol HTG MOLECULAR DIAGNOSTICS, INC [ HTGM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (1) | 04/21/2018 | Common Stock | 25,048 | 6.44 | D | |
Stock Option (right to buy) | (1) | 10/22/2018 | Common Stock | 14,407 | 6.44 | D | |
Stock Option (right to buy) | (1) | 05/20/2019 | Common Stock | 4,655 | 4.3 | D | |
Stock Option (right to buy) | (1) | 03/17/2020 | Common Stock | 6,983 | 4.3 | D | |
Stock Option (right to buy) | (1) | 04/12/2020 | Common Stock | 675 | 4.3 | D | |
Stock Option (right to buy) | (1) | 10/20/2020 | Common Stock | 581 | 4.3 | D | |
Stock Option (right to buy) | (1) | 01/19/2021 | Common Stock | 675 | 4.3 | D | |
Stock Option (right to buy) | (2) | 04/25/2021 | Common Stock | 29,797 | 2.15 | D | |
Stock Option (right to buy) | (3) | 01/31/2023 | Common Stock | 18,328 | 2.15 | D | |
Stock Option (right to buy) | (4) | 08/05/2013 | Common Stock | 9,311 | 2.15 | D | |
Stock Option (right to buy) | (5) | 03/19/2024 | Common Stock | 43,267 | 2.15 | D | |
Stock Option (right to buy) | (6) | 12/28/2024 | Common Stock | 9,311 | 12.89 | D | |
Series D Convertible Preferred Stock Warrant (right to buy) | 07/30/2010 | 07/29/2020(7) | Series D Convertible Preferred Stock | 11,420(8) | 0.01(8) | D | |
Series C-2 Convertible Preferred Stock | (9) | (9) | Common Stock | 2,088(10) | 0.00(9) | D | |
Series D Convertible Preferred Stock | (11) | (11) | Common Stock | 2,174(10) | 0.00(11) | D | |
Series E Convertible Preferred Stock | (12) | (12) | Common Stock | 567(10) | 0.00(12) | D |
Explanation of Responses: |
1. The shares subject to the stock option are fully vested. |
2. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after April 26, 2011. |
3. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after February 1, 2013. |
4. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after August 6, 2013. |
5. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after March 20, 2014. |
6. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after October 1, 2014. |
7. Contigent and effective upon the closing of the Issuer's initial public offering, the Warrants to Purchase Series D Convertible Preferred Stock will be terminated if not previously exercised. |
8. Share numbers and exercise price do not give effect to the 1 for 107.39 reverse stock split of the Issuer's Common Stock effected on April 27, 2015, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering. |
9. The shares of Series C-2 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 C 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. |
10. Share numbers assume or give effect to the 1 for 107.39 reverse stock split of the Issuer's Common Stock effected on April 27, 2015, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering. |
11. The 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. |
12. The shares of Series E 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 E 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. |
Remarks: |
/s/ Shaun D. McMeans, Attorney-in-Fact | 05/05/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |