SEC FORM 3

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^*

Fletcher Spaght Ventures II LP

(Last)

(First)

(Middle)

222 BERKELEY STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

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)

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series E Convertible Preferred Stock Warrant (right to buy)	01/14/2015	01/14/2022	Series E Convertible Preferred Stock	861,751⁽¹⁾	$0.2189⁽¹⁾	D
Series E Convertible Preferred Stock Warrant (right to buy)	01/14/2015	01/14/2022	Series E Convertible Preferred Stock	410,454⁽¹⁾	$0.2189⁽¹⁾	I	By FSV II-B, L.P.
Series E Convertible Preferred Stock Warrant (right to buy)	01/14/2015	01/14/2022	Series E Convertible Preferred Stock	86,783⁽¹⁾	$0.2189⁽¹⁾	I	By FSV II, L.P.
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	156,453⁽³⁾	$0.00⁽²⁾	D
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	74,519⁽³⁾	$0.00⁽²⁾	I	By FSV II-B, L.P.
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	15,755⁽³⁾	$0.00⁽²⁾	I	By FSV II, L.P.
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	35,966⁽³⁾	$0.00⁽⁴⁾	D
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	17,130⁽³⁾	$0.00⁽⁴⁾	I	By FSV II-B, L.P
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,622⁽³⁾	$0.00⁽⁴⁾	I	By FSV II, L.P.

1. Name and Address of Reporting Person^*

Fletcher Spaght Ventures II LP

(Last)

(First)

(Middle)

222 BERKELEY STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FSV II LP

(Last)

(First)

(Middle)

222 BERKELEY STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FSV II-B LP

(Last)

(First)

(Middle)

222 BERKELEY STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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/ Fletcher Spaght Ventures II, L.P. By: Fletcher Spaght Associates II, L.P., its General Partner By: FSA II, LLC, its General Partner By: Linda Tufts, Managing Member	05/05/2015
	/s/ FSV II, L.P.; By: Fletcher Spaght Associates II, LP, its General Partner; By: FSA II, LLC, its General Partner; By Linda Tufts, Managing Member	05/05/2015
	/s/ FSV II-B, L.P.;By: Fletcher Spaght Associates II-B, LLC, its General Partner; By: FSA II, LLC, its Manager; By Linda Tufts, Managing Member	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).
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