FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Conway Bruce C.
   2. Issuer Name and Ticker or Trading Symbol
MRI INTERVENTIONS, INC. [MRIC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE COMMERCE SQUARE, SUITE 2550		 3. Date of Earliest Transaction (Month/Day/Year)
07/03/2012
(Street)

MEMPHIS, TN 38103		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/03/2012   P   100,000 A (1) 1,913,568 D (2)  
Common Stock               406,137 I By Alden M. Conway Trust
Common Stock               406,137 I By Chase T. Conway Trust
Common Stock               406,137 I By Merritt E. Conway Trust
Common Stock               222,250 I By spouse
Common Stock               10,000 I By Conway Family GST Trust
Common Stock               1,500 I By Edna N. Conway Irrevocable Trust FBO Alden M. Conway
Common Stock               1,500 I By Edna N. Conway Irrevocable Trust FBO Chase T. Conway
Common Stock               1,500 I By Edna N. Conway Irrevocable Trust FBO Merritt E. Conway
Common Stock               1,000 I By G. McShane Trust for Alden M. Conway (3)
Common Stock               1,000 I By G. McShane Trust for Chase T. Conway (4)
Common Stock               1,000 I By G. McShane Trust for Merritt E. Conway (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Warrant (right to buy) $ 1.45 07/03/2012   P   50,000   07/03/2012(6) 07/03/2017 Common Stock 50,000 (7) 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conway Bruce C.
ONE COMMERCE SQUARE, SUITE 2550
MEMPHIS, TN 38103		   X      

Signatures

 /s/ Oscar Thomas, by power of attorney for Bruce C. Conway   07/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported securities are included within 100,000 units purchased by the reporting person for $1.10 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.
(2) Includes 32,891 shares held jointly with spouse.
(3) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(5) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(6) The shares subject to this warrant are immediately exercisable.
(7) The reported securities are included within 100,000 units purchased by the reporting person for $1.10 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.

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