1

NAMES OF REPORTING PERSONS

E. Jeffrey Peierls⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

5

SOLE VOTING POWER:

85,000 shares of Common Stock

85,000 shares of Common Stock issuable upon exercise of Warrants

6

SHARED VOTING POWER

605,000 shares Common Stock

605,000 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

85,000 shares of Common Stock

85,000 shares of Common Stock issuable upon exercise of Warrants

8

SHARED DISPOSITIVE POWER

605,000 shares Common Stock

605,000 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

690,000 shares of Common Stock

690,000 shares of Common Stock issuable upon exercise of Warrants

10

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

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

  1

NAMES OF REPORTING PERSONS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

60,000 shares of Common Stock

60,000 shares of Common Stock issuable upon exercise of Warrants

6

SHARED VOTING POWER

605,000 shares Common Stock

605,000 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

60,000 shares of Common Stock

60,000 shares of Common Stock issuable upon exercise of Warrants

8

SHARED DISPOSITIVE POWER

605,000 shares Common Stock

605,000 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

665,000 shares Common Stock

665,000 shares of Common Stock issuable upon exercise of Warrants

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99 (See Item 4)*%

12

TYPE OF REPORTING PERSON

IN

  1

NAMES OF REPORTING PERSONS

The Peierls Foundation, Inc.⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

360,000 shares of Common Stock

360,000 shares of Common Stock issuable upon exercise of Warrants

6

SHARED VOTING POWER  -0-

7

SOLE DISPOSITIVE POWER

360,000 shares of Common Stock

360,000 shares of Common Stock issuable upon exercise of Warrants

8

SHARED DISPOSITIVE POWER -0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

360,000 shares Common Stock

360,000 shares of Common Stock issuable upon exercise of Warrants

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.69%

12

TYPE OF REPORTING PERSON

IN

Item 1(a).

NAME OF ISSUER:

The name of the issuer is MRI Interventions, Inc. (the " Company ").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The Issuer's principal executive offices are located at 5 Musick, Irvine, Ca. 92618

Item 2(a).

NAME OF PERSON FILING:

This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

Reporting Individuals/entities

(i)E. Jeffrey Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.  

(ii)Brian Eliot Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary. 

(iii)The Peierls Foundation, Inc. with respect to securities owned by itself. 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of Reporting Person E. Jeffrey Peierls is:

73 South Holman Way

Golden, CO  80401

The address of Reporting Person Brian Eliot Peierls is:

3017 McCurdy St.

Austin, TX  78723

The address of Reporting Person The Peierls Foundation is:

c/o E. Jeffrey Peierls

73 South Holman Way

Golden, CO  80401

  Item 2(c).

CITIZENSHIP:

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

Incorporated by reference from the Cover Page

Item 2(e).

CUSIP NUMBER:

Incorporated by reference from the Cover Page

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

¨

Broker or dealer registered under Section 15 of the Act,

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

¨

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

Item 4.

OWNERSHIP:

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 10,401,115 shares of Common Stock of the issuer outstanding as of November 1, 2017, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Securities and Exchange Commission on November 6, 2017.

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the Blocker "), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires filing of this statement, the Reporting Persons were not able to exercise all of the Reported Warrants due to the Blocker.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

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 THE GROUP.

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

Item 10.

CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.