UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
( )*
HTG Molecular Diagnostics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40434H104
(CUSIP Number)
March 10, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
1. Names of Reporting Persons.
Laurence W. Lytton
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______
3. SEC Use Only
4. Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power 2,941,966 (1)
6. Shared Voting Power 0
7. Sole Dispositive Power 2,941,966 (1)
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,941,966 (1)
(1) these totals do not include 51,270 shares of Series A Convertible Preferred
Stock convertible into 5,127,000 common shares which are subject to a 4.99%
beneficial ownership limitation as described in the HTG Molecular 8-K filed
February 26, 2020.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 5.2%
12. Type of Reporting Person (See Instructions)
IN
Item 1.
(a) Name of Issuer
HTG Molecular Diagnostics, Inc.
(b) Address of Issuer's Principal Executive Offices
3430 E. Global Loop, Tucson, Arizona 85706
Item 2.
(a) The names of the persons filing this statement are:
Laurence W. Lytton
(b) The principal business office of the Filers is located at:
467 Central Park West
New York, NY 10025
(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of Common Stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Issuer is: 40434H104
Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
240.13d-1(b)(1)(ii)(J), please specify the type of institution _______
Item 4. Ownership.
See Items 5-9 and 11 of the cover page. The percentage ownership
reported in Item 11 is based on the Issuer having 56,837,085 shares
outstanding after the transactions reported on the Issuers Form 8-K
filed on February 26, 2020. Of the shares reported in Items 5 and 7
on the cover page, 254,818 shares are held for the benefit of the
AWL Family LLC, 173,653 shares are held for the benefit of the
Lytton-Kambara Foundation and 29,500 shares are held for the
benefit of other accounts of which the reporting person is deemed
to have beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person hasceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forthin this statement is true, complete
and correct.
Dated: March 19, 2020
Laurence W. Lytton