Sec Form 4 Filing - CULLEN JAMES @ Avinger Inc - 2015-02-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CULLEN JAMES
2. Issuer Name and Ticker or Trading Symbol
Avinger Inc [ AVGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AVINGER, INC., 400 CHESAPEAKE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2015
(Street)
REDWOOD CITY, CA94063
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2015 C 13,101 A 13,101 I ( 4 ) By 2000 James Cullen Generation Skipping Family Trust
Common Stock 02/04/2015 C 73,762 A 73,762 I ( 2 ) Gilbert Investments, LLC.
Common Stock 02/04/2015 X 2,380 A $ 12.6 76,142 I ( 2 ) Gilbert Investments, LLC.
Common Stock 02/04/2015 S( 6 ) 2,307 D $ 13 73,835 I ( 2 ) Gilbert Investments, LLC.
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock ( 1 ) 02/04/2015 C 24,968 ( 1 ) ( 1 ) Common Stock 38,244 ( 1 ) $ 0 0 I ( 2 ) Gilbert Investments, LLC.
Series D Convertible Preferred Stock ( 3 ) 02/04/2015 C 8,103 ( 3 ) ( 3 ) Common Stock 13,101 ( 3 ) $ 0 0 I ( 4 ) By 2000 James Cullen Generation Skipping Family Trust
Series E Convertible Preferred Stock ( 5 ) 02/04/2015 C 19,646 ( 5 ) ( 5 ) Common Stock 19,646 ( 6 ) $ 0 0 I ( 2 ) Gilbert Investments, LLC.
Series E Convertible Preferred Stock ( 5 ) 02/04/2015 C 15,872 ( 5 ) ( 5 ) Common Stock 15,872 ( 6 ) $ 0 0 I ( 2 ) Gilbert Investments, LLC.
Warrant (Right to Buy) $ 12.6 02/04/2015 X 2,380 10/29/2013 10/29/2018 Common Stock 2,380 $ 0 0 I ( 2 ) Gilbert Investments, LLC.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CULLEN JAMES
C/O AVINGER, INC., 400 CHESAPEAKE DRIVE
REDWOOD CITY, CA94063
X
Signatures
/s/James G. Cullen 02/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series C Convertible Preferred Stock converted into Common Stock on a 1.5317380420 for 1 basis and had no expiration date.
( 2 )Mr. Cullen has sole voting and dispositive power with respect to shares held by Gilbert Investments, LLC. Mr. Cullen disclaims beneficial ownership in Gilbert Investments, LLC except to the extent of his pecuniary interest therein.
( 3 )The Series D Convertible Preferred Stock converted into Common Stock on a 1.6168809050 for 1 basis and had no expiration date.
( 4 )Mr. Cullen has sole voting and dispositive power with respect to shares held by 2000 James Cullen Generation Skipping Family Trust. Mr. Cullen does not have a pecuniary interest in the 2000 James Cullen Generation Skipping Family Trust.
( 5 )The Series E Convertible Preferred Stock converted into Common Stock on a 1 for 1 basis and had no expiration date.
( 6 )On February 4, 2015, the reporting person exercised a warrant to purchase 2,380 share of Avinger, Inc. Common Stock for $12.60 per share. The reporting person paid the exercise price on a cashless basis, resulting in Avinger, Inc.'s withholding of 2,307 of the warrant shares to pay the price and issuing to the reporting person the remaining 73 shares. Avinger, Inc. also paid $2.90 to the reporting person in lieu of a fractional share.

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