| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avinger Inc [ AVGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| 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) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||