Sec Form 4 Filing - CR Group L.P. @ Avinger Inc - 2023-08-04

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
CR Group L.P.
2. Issuer Name and Ticker or Trading Symbol
Avinger Inc [ AVGR]
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)
1000 MAIN STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2023
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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 Convertible Preferred Stock $ 0.715 08/04/2023 A 166.08 ( 1 ) ( 1 ) Common Stock 233,179.84 ( 2 ) 166.08 I By CRG Partners III ? Parallel Fund (A) L.P. ( 3 )
Series E Convertible Preferred Stock $ 0.715 08/04/2023 A 309.696 ( 1 ) ( 1 ) Common Stock 432,955.008 ( 2 ) 309.696 I By CRG Partners III L.P. ( 3 )
Series E Convertible Preferred Stock $ 0.715 08/04/2023 A 658.176 ( 1 ) ( 1 ) Common Stock 920,130.048 ( 2 ) 658.176 I By CRG Partners III (Cayman) Lev AIV I L.P. ( 3 )
Series E Convertible Preferred Stock $ 0.715 08/04/2023 A 53.376 ( 1 ) ( 1 ) Common Stock 74,619.648 ( 2 ) 53.376 I By CRG Partners III (Cayman) Unlev AIV I L.P. ( 3 )
Series E Convertible Preferred Stock $ 0.715 08/04/2023 A 732.672 ( 1 ) ( 1 ) Common Stock 1,024,275.456 ( 2 ) 732.672 I By CRG Partners III Parallel Fund (B) (Cayman) L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CR Group L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
CRG Partners III - Parallel Fund (A) L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
CRG Partners III (Cayman) Lev AIV I L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
CRG Partners III (Cayman) Unlev AIV I L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
CRG Partners III L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
CRG Partners III - Parallel Fund B (Cayman) L.P.
1000 MAIN STREET, SUITE 2500
HOUSTON, TX77002
X
Signatures
/s/ Nathan D. Hukill, authorized signatory for CRG Partners III L.P., CRG Partners III Parallel Fund (A) L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III Parallel Fund (B)(Cayman) L.P. 08/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series E Convertible Preferred Stock (the "Series E Preferred Stock") has an original issue price of $1,000 per share and is initially convertible into 1,398 shares of Common Stock of the Issuer (the "Common Stock"), subject to customary adjustments for stock dividends and stock splits, pro rata distributions, or the occurrence of a merger, reorganization, or similar transaction. The Series E Preferred Stock is additionally subject to mandatory conversion or redemption upon the occurrence of specified events. Shares of Series E Preferred Stock cannot be converted into Common Stock if the applicable holder would beneficially own in excess of 19.99% of the Issuer's outstanding voting power, unless approved by the Company's stockholders in accordance with Nasdaq Listing Rule 5635(b). The Series E Preferred Stock have no expiration date.
( 2 )Pursuant to that certain Securities Purchase Agreement, dated August 2, 2023, by and among the Issuer, CRG Partners III L.P., CRG Partners III - Parallel Fund "A" L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III Parallel Fund "B" (Cayman) L.P. (collectively, the "CRG Entities"), the CRG Entities received these shares in exchange for the CRG Entities surrendering for cancellation of certain outstanding debt.
( 3 )CR Group L.P. may be deemed to beneficially own these shares by virtue of its position as the investment manager for the CRG Entities.

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