Sec Form 4 Filing - McMeans Shaun D @ HTG MOLECULAR DIAGNOSTICS, INC - 2016-03-09

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
McMeans Shaun D
2. Issuer Name and Ticker or Trading Symbol
HTG MOLECULAR DIAGNOSTICS, INC [ HTGM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Finance & Admin. & CFO
(Last) (First) (Middle)
C/O HTG MOLECULAR DIAGNOSTICS, INC., 3430 E. GLOBAL LOOP
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2016
(Street)
TUCSON, AZ85706
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 03/09/2016 S( 1 ) 3,325 D $ 2.6867 ( 2 ) 27,228 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McMeans Shaun D
C/O HTG MOLECULAR DIAGNOSTICS, INC.
3430 E. GLOBAL LOOP
TUCSON, AZ85706
VP, Finance & Admin. & CFO
Signatures
/s/ Debra A. Gordon, Attorney-in-Fact 03/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale of shares of common stock under an existing Rule 10b5-1 Plan to cover tax withholding obligations incurred in connection with the issuance of shares of common stock to the Reporting Person on March 4, 2016 under the Issuer's annual incentive plan. The Issuer's annual incentive plan provides that performance-based bonuses may be paid in cash or shares of common stock, or a combination of both, at the discretion of the Issuer's board of directors.
( 2 )The weighted average sale price for the transaction reported was $2.68667, and the range of prices were between $2.50 and $2.94. Upon request by the SEC staff, the Issuer, or any securityholder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

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).

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