ClearPoint Neuro, Inc. — Major Shareholding Notification 2017

Jul 11, 2017

SC 13G 1 sc13g0717thehewlett_mriinter.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ___)

MRI INTERVENTIONS, INC.

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(Name of Issuer)

COMMON STOCK

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(Title of Class of Securities)

55347P209

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(CUSIP Number)

May 26, 2017

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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

*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 the

disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

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Page 1 of 4 Pages

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CUSIP No. 55347P209 13G Page 2 of 4 Pages

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Hewlett Fund LP

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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION

New York

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1. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 562,500 Common Stock

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1. SHARED VOTING POWER – None

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1. SOLE DISPOSITIVE POWER – 562,500 shares of Common Stock

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1. SHARED DISPOSITIVE POWER – None

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON –

562,500 shares of Common Stock

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒

Excludes Warrants which are subject to a 4.99% blocker provision.

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.44%

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1. TYPE OF REPORTING PERSON

PN

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CUSIP No. 55347P209 13G Page 3 of 4 Pages

ITEM 1 (a) NAME OF ISSUER: MRI Interventions, Inc.

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

5 Musick, Irvine, CA 92618

ITEM 2 (a) NAME OF PERSON FILING: The Hewlett Fund LP

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

100 Merrick Road, Suite 400W, Rockville Centre, NY 11570

ITEM 2 (c) CITIZENSHIP: New York

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

ITEM 2 (e) CUSIP NUMBER: 55347P209

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED: 562,500 Shares of Common Stock

(b) PERCENT OF CLASS: 5.44%

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

562,500 Shares

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

0 Shares

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

562,500 Shares

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

0 Shares

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CUSIP No. 55347P209 13G Page 4 of 4 Pages

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

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.

| July

10, 2017
(Date)
/s/ Martin Chopp
(Signature)
Martin Chopp, General Partner
(Name/Title)

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