SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CR Group L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

CR Group L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund (A) L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Lev AIV I L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Unlev AIV I L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRG Partners III L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund B (Cayman) L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

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.

Remarks:

	/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
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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SEC Form 4 filed by Cr Group L.P.