SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Conway Bruce C.

(Last)

(First)

(Middle)

C/O MRI INTERVENTIONS, INC.

ONE COMMERCE SQUARE, SUITE 2550

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MRI INTERVENTIONS, INC. [ MRIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2013		P		100,000	A	⁽¹⁾	2,023,883	D⁽²⁾
Common Stock								406,137	I	By Alden M. Conway Trust
Common Stock								406,137	I	By Chase T. Conway Trust
Common Stock								406,137	I	By Merritt E. Conway Trust
Common Stock								239,000⁽³⁾	I	By spouse
Common Stock								25,000	I	By Conway Family GST Trust
Common Stock								17,000	I	By Gordon McShane Trust for Alden M. Conway⁽⁴⁾
Common Stock								17,000	I	By Gordon McShane Trust for Chase T. Conway⁽⁵⁾
Common Stock								17,000	I	By Gordon McShane Trust for Merritt E. Conway⁽⁶⁾
Common Stock								16,500	I	By Edna N. Conway Irrevocable Trust FBO Alden M. Conway
Common Stock								16,500	I	By Edna N. Conway Irrevocble Trust FBO Chase T. Conway
Common Stock								16,500	I	By Edna N. Conway Irrevocable Trust FBO Merritt E. Conway

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$1.75	01/25/2013		P		50,000		01/25/2013⁽⁷⁾	01/25/2018	Common Stock	50,000	⁽⁸⁾	50,000	D

Explanation of Responses:

1. The reported securities are included within 100,000 units purchased by the reporting person for $1.20 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.

2. Includes 32,891 shares held jointly with spouse and 4,950 shares held in an IRA.

3. Includes 1,500 shares held through an IRA.

4. These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.

5. These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.

6. These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.

7. The shares subject to this warrant are immediately exercisable.

8. The reported securities are included within 100,000 units purchased by the reporting person for $1.20 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.

Remarks:

	/s/ Oscar Thomas, by Power of Attorney for Bruce C. Conway	01/25/2013
	** 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 4 (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.