Amended Statement of Beneficial Ownership (sc 13d/a)
August 23 2017 - 9:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
HTG Molecular
Diagnostics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
40434H 10 4
(CUSIP
Number)
Peter Haahr
Novo Holdings A/S
Tuborg
Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy
to:
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20
th
Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 18, 2017
(Date of
Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1.
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Name of
Reporting Person:
Novo Holdings A/S
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2.
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Check the Appropriate Box if a
Member of Group (See Instructions):
(a)
☐
(b)
☐
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3.
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SEC Use Only:
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4.
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Source of Funds:
WC
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d)
or
2(e):
☐
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6.
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Citizenship or Place of
Organization:
Denmark
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power:
1,199,599
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8.
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Shared Voting Power:
0
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9.
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Sole Dispositive Power:
1,199,599
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,199,599
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐
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13.
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Percent of Class Represented By Amount
In Row (11):
10.5% (1)
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14.
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Type of Reporting Person:
CO
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(1)
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Based upon 11,448,443 shares of common stock outstanding as of August 4, 2017 as reported in the Issuers quarterly report (Form 10-Q) filed with the Commission on August 8, 2017.
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2
This amendment (
Amendment No. 4
) amends the Schedule 13D originally filed with the
Commission on May 13, 2015, as subsequently amended by Amendment No. 1 filed with the Commission on March 10, 2017, Amendment No. 2 filed with the Commission on March 31, 2017 and Amendment No. 3 filed with the
Commission on July 20, 2017 (collectively, the
Schedule
) to report a decrease in beneficial ownership of common stock of the Issuer held by the Reporting Person resulting from the sale of shares by Reporting Person and an
increase in outstanding shares of the Issuer. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.
Item 5.
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Interest in Securities of the Issuer
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Item 5(a) of the Schedule is amended and replaced in its entirety
as follows:
(a) Novo Holdings A/S beneficially owns an aggregate of 1,199,599 shares of the Issuers common
stock (the
Novo Shares
), representing approximately 10.5% of the outstanding shares of common stock of the Issuer, based upon 11,448,443 shares of common stock outstanding as of August 4, 2017 as reported in the
Issuers quarterly report (Form
10-Q)
filed with the Commission on August 8, 2017.
Item 5(b) of the
Schedule is amended and replaced in its entirety as follows:
(b) Novo Holdings A/S is a Danish limited liability
company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the
Novo Board
), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten
Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares 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 Novo Shares. Except as described in this Amendment No. 4, neither the Foundation, Novo Holdings A/S nor their respective directors or executive
officers has the power to direct the vote as to, or the disposition of the Novo Shares.
Item 5(c) of the Schedule is supplemented as follows:
(c) On August 18, 2017, Novo Holdings A/S sold 55,100 shares of the Issuers common stock in the open market
through a brokers transaction at a weighted average price of $2.098 per share.
On August 21, 2017, Novo Holdings A/S sold
12,845 shares of the Issuers common stock in the open market through a brokers transaction at a weighted average price of $2.0223 per share.
On August 22, 2017, Novo Holdings A/S sold 12,641 shares of the Issuers common stock in the open market through a brokers
transaction at a weighted average price of $2.0103 per share.
3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated: August 23, 2017
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Novo Holdings A/S
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/s/ Peter Haahr
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By:
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Peter Haahr
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Its:
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Chief Financial Officer
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