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^*

JOHNSON TIM B

(Last)

(First)

(Middle)

C/O HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. GLOBAL LOOP

(Street)

TUCSON

85706

(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)

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

5. 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 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)
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).
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