Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. ) *
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Avinger Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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053734604
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(CUSIP Number)
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February 24, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s 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.
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 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 053734604
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1.
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NAME OF REPORTING PERSON
CR Group L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,090,869 *
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,090,869 *
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,090,869 *
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8% **
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12.
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TYPE OF REPORTING PERSON
PN, IA
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* As of December 31, 2019 and giving effect to the conversion of 44,745 shares of Series A Convertible Preferred Stock.
** Based on 10,364,663 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
January 13, 2020.
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CUSIP No. 053734604
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13.
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NAME OF REPORTING PERSON
Nathan D. Hukill
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14.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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15.
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SEC USE ONLY
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16.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
17.
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SOLE VOTING POWER
0
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18.
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SHARED VOTING POWER
2,090,869 *
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19.
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SOLE DISPOSITIVE POWER
0
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20.
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SHARED DISPOSITIVE POWER
2,090,869 *
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21.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,090,869 *
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22.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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23.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8% **
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24.
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TYPE OF REPORTING PERSON
IN, HC
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* As of December 31, 2019 and giving effect to the conversion of 44,745 shares of Series A Convertible Preferred Stock.
** Based on 10,364,663 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
January 13, 2020.
3
SCHEDULE 13G
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Item 1(a).
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Name of Issuer
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Avinger Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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400 Chesapeake Drive, Redwood City, CA 94603
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Item 2(a).
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Name of Person Filing
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This statement is being filed on behalf of CR Group L.P (“CR Group”) and Mr. Nathan D. Hukill (together, the “Reporting Persons”). CR Group is a registered investment adviser to certain affiliated funds or
investment advisory clients (the “Funds”) that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity CR Group has voting and dispositive power over such
shares. CR Group is indirectly controlled by Mr. Hukill, who is a Partner of Piedmont Evergreen, Subadvisor to CR Group. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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For CR Group: 1000 Main Street, Suite 2500, Houston, TX 77002.
For Mr. Hukill: 200 Dorado Beach Drive, Apt. 3612, Dorado, Puerto Rico 00646.
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Item 2(c).
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Citizenship
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CR Group is a Delaware limited partnership. Mr. Hukill is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities
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Common Stock, par value $0.001 per share (“Common Stock”)
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Item 2(e).
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CUSIP Number
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053734604
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4
CUSIP No. 053734604
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ X ] An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
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(g)
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[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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[ ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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[ ] If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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Item 4.
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Ownership
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The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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5
CUSIP No. 053734604
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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By signing below the undersigned certify that, to the best of the knowledge and belief of the undersigned, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a nomination under §240.14a-11.
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6
CUSIP No. 053734604
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: February 13, 2020
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CR GROUP L.P.
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By:
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/s/ Andrei Dorenbaum
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Name: Andrei Dorenbaum
Title: Partner of Piedmont Evergreen, Subadvisor to CR Group L.P.
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NATHAN D. HUKILL
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/s/ Nathan D. Hukill
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Nathan D. Hukill
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CUSIP No. 053734604
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 13, 2020
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CR GROUP L.P.
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By:
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/s/ Andrei Dorenbaum
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Name: Andrei Dorenbaum
Title: Partner of Piedmont Evergreen, Subadvisor to CR Group, L.P.
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NATHAN D. HUKILL
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/s/ Nathan D. Hukill
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Nathan D. Hukill
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