| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ ANGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/07/2012 | A | 2,850(1) | A | $0 | 2,850 | D | |||
| Common Stock | 5,848,255 | I | See footnote(2) | |||||||
| Common Stock | 1,542,132 | I | See footnote(3) | |||||||
| Common Stock | 2,042,621 | I | See footnote(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $10.68 | 08/07/2012 | A | 6,650 | 08/07/2013(5) | 08/07/2019 | Common Stock | 6,650 | $0 | 6,650 | D | ||||
| Explanation of Responses: |
| 1. The acquisition of 2,850 shares of common stock represents 2,850 restricted stock units, each of which represents a contingent right to receive one share of AngioDynamics, Inc. common stock. The restricted stock units vest in four equal installments beginning on 8/7/2013. |
| 2. Represents shares of the Issuer held by Avista Capital Partners, L.P. ("ACP"). Avista Capital Partners GP, LLC ("ACP GP") is the general partner of ACP. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein. |
| 3. Represents shares of the Issuer held by Avista Capital Partners (Offshore), LP ("ACP Offshore"). ACP GP is the general partner of ACP Offshore. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP Offshore. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein. |
| 4. Represents shares of the Issuer held by Navilyst Medical Co-Invest, LLC ("NM Co-Invest"). ACP GP is the managing member of NM Co-Invest. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by NM Co-Invest. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein. |
| 5. Options for 25% of the shares are each exercisable on 8/7/2013, 8/7/2014, 8/7/2015 and 8/7/2016, respectively. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney |
| /s/ Stephen A. Trowbridge, Attorney in Fact | 08/09/2012 | |
| ** 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 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). | ||
| 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 each of Stephen A. Trowbridge and K. Wayne McDougall, or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
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(1)
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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;
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(2)
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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;
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(3)
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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
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(4)
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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.
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The undersigned hereby grants to each 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are 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 attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of August, 2012.
| /s/ David Burgstahler | |||
| Signature | |||
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| David Burgstahler | |||
| Print Name |