| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/03/2020 |
3. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ ANGO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 45,853(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option (right to buy) | (2) | 07/14/2030 | Common Stock | 17,640 | 9.92 | D | |
| Performance Right | (3) | (3) | Common Stock | 11,782 | (3) | D | |
| Non-Qualified Stock Option (right to buy) | (4) | 10/31/2029 | Common Stock | 50,000 | 15.3 | D | |
| Non-Qualified Stock Option (right to buy) | (5) | 10/24/2024 | Common Stock | 12,000 | 16.77 | D | |
| Explanation of Responses: |
| 1. This number includes (i) 5,891 shares of common stock of AngioDynamics, Inc. ("Common Stock") underlying restricted stock units which vest in four equal annual installments beginning on July 14, 2021, such that 25% of the restricted stock units will vest on each of July 14, 2021, 2022, 2023 and 2024, (ii) 10,000 shares of Common Stock underlying restricted stock units which vest in four equal annual installments beginning on October 31, 2020, such that 25% of the restricted stock units will vest on each of October 31, 2020, 2021, 2022 and 2023, (iii) 2,995 shares of Common Stock underlying restricted stock units which vest in three equal annual installments on each of July 17, 2021, 2022 and 2023, (iv) 2,031 shares of Common Stock underlying restricted stock units which vest in two equal annual installments on each of July 18, 2021 and 2022, and (v) 1,101 shares of Common Stock underlying restricted stock units which vest on July 26, 2021. |
| 2. These stock options vest in four equal annual installments beginning on July 14, 2021, such that 25% of the options will vest on each of July 14, 2021, 2022, 2023 and 2024. |
| 3. 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 columns 5 and 7 of Table II. Between 0% and 200% of the target number will be earned based on achievement of pre-determined performance metrics for fiscal years 2021, 2022 and 2023. In addition, 20% of the total shares earned may be awarded (or cancelled) 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. |
| 4. These stock options vest in four equal annual installments beginning on October 31, 2020, such that 25% of the options will vest on each of October 31, 2020, 2021, 2022 and 2023. |
| 5. These stock options have fully vested and are exercisable. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney |
| /s/ Stephen A. Trowbridge, Attorney in Fact | 09/14/2020 | |
| ** 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 Stephen A. Trowbridge, 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 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 11th day of September, 2020.
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/s/ Scott Centea |
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| Signature | |||
| Scott Centea |
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| Print Name |
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KATRINA L. BARRY
NOTARY PUBLIC, STATE OF NEW YORK
Registration No. 01BA6286238
Qualified in Schenectady County
Commission Expires July 22, 2021
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| /s/ Katrina L. Barry |