SEC Filing | AngioDynamics

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Nighan Warren JR

(Last)

(First)

(Middle)

14 PLAZA DRIVE

(Street)

LATHAM

12110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

3. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ ANGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Quality and Regulatory

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,879⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽²⁾	04/28/2027	Common Stock	50,000	15.52	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/26/2027	Common Stock	11,943	16.55	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	07/18/2028	Common Stock	15,221	20.93	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	07/17/2029	Common Stock	10,790	21.54	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	07/14/2030	Common Stock	20,619	9.92	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	07/21/2031	Common Stock	10,256	26.49	D
Performance Right	⁽⁸⁾	⁽⁸⁾	Common Stock	4,302	⁽⁸⁾	D
Performance Right	⁽⁹⁾	⁽⁹⁾	Common Stock	14,010	⁽⁹⁾	D
Performance Right	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,550	⁽¹⁰⁾	D

Explanation of Responses:

1. These shares of common stock of AngioDynamics, Inc. ("Common Stock") include (i) 1,195 shares of Common Stock underlying restricted stock units which vest on July 18, 2022, (ii) 1,614 shares of Common Stock underlying restricted stock units which vest in two equal annual installments on each of July 17, 2022 and 2023, (iii) 5,254 shares of Common Stock underlying restricted stock units which vest in three equal annual installments on each of July 14, 2022, 2023 and 2024, and (iv) 3,775 shares of Common Stock underlying restricted stock units which vest in four equal annual installments on each of July 21, 2022, 2023, 2024 and 2025.

2. These stock options have fully vested and are exercisable.

3. These stock options have fully vested and are exercisable.

4. 75% of these stock options have fully vested and are exercisable. 25% of these stock options vest on July 18, 2022.

5. 50% of these stock options have fully vested and are exercisable. 50% of these stock options vest in two equal annual installments on each of July 17, 2022 and 2023.

6. 25% of these stock options have fully vested and are exercisable. 75% of these stock options vest in three equal annual installments on each of July 14, 2022, 2023 and 2024.

7. These stock options vest in four equal annual installments on each of July 21, 2022, 2023, 2024 and 2025.

8. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based equally on revenue growth and adjusted earnings per share growth over a three-year performance period with a potential upward or downward 20% adjustment on the calculated achievement based on total shareholder return relative to a peer group of companies over a three-year performance period (for a total potential payout of up to 240% of the target number in the aggregate). Any shares that do not vest at the end of the performance period will be forfeited.

9. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.

10. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period with a potential upward or downward 20% adjustment on the calculated achievement based on total shareholder return relative to a peer group of companies over a three-year performance period (for a total potential payout of up to 240% of the target number in the aggregate) in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Richard C. Rosenzweig, Attorney in Fact	12/30/2021
	** 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 5 (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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Richard C. Rosenzweig, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

	(1)	prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
	(2)	execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of AngioDynamics, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
	(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
	(4)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of December, 2021.

	/s/ Warren Nighan
	Signature


	Warren Nighan
	Print Name