Sec Form 4 Filing - Novo Holdings A/S @ HTG MOLECULAR DIAGNOSTICS, INC - 2017-08-23

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
Novo Holdings A/S
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TUBORG HAVNEVEJ 19
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2017
(Street)
HELLERUP, G72900
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 08/23/2017 S 47,162 D $ 2.0244 ( 1 ) 1,102,651 ( 2 ) D
COMMON STOCK 08/24/2017 S 382,437 D $ 1.9086 ( 3 ) 720,214 D
COMMON STOCK 08/25/2017 S 720,214 D $ 1.7503 ( 4 ) 0 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
SERIES E PREFERRED STOCK WARRANTS (RIGHT TO BUY) $ 14 ( 5 ) 01/14/2022 COMMON STOCK 49,786 49,786 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novo Holdings A/S
TUBORG HAVNEVEJ 19
HELLERUP, G72900
X
Signatures
/s/ Peter Haahr, Chief Financial Officer of Novo Holdings A/S 08/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.95 to $2.07, inclusive. Novo Holdings A/S ("Novo") undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 2 )This total does not include 49,786 shares of common stock subject to warrants which were erroneously reported as having been exercised in connection with the Issuer's IPO on a Form 4 filed May 12, 2015. Thus, the holdings of common stock reported by Novo since the May 12, 2015 filing have overstated the total shares held by 49,786 shares.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.900 to $2.045, inclusive. Novo undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.75 to $1.87, inclusive. Novo undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 5 )These warrants have no expiration date and are convertible at any time at the holder's election.
( 6 )These warrants were erroneously reported as exercised at the time of the IPO on the Form 4 filed May 12, 2015. The warrants are unexercised and, as of the date of this filing, Novo does not hold any shares of common stock but continues to hold the warrants.

Remarks:
Novo Holdings A/S ("Novo") is a Danish limited liability company. The board of directors of Novo (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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