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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right-to-Buy) | $ 6.76 | 12/28/2017 | D | 1,200 | (2) | (2) | Common Stock | 1,200 | $ 4.27 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 8.4 | 12/28/2017 | D | 2,500 | (3) | (3) | Common Stock | 2,500 | $ 2.63 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 8.08 | 12/28/2017 | D | 10,000 | (4) | (4) | Common Stock | 10,000 | $ 2.95 | 0 | D | ||||
Employee Stock Purchase Plan Shares | $ 6.71 | 12/28/2017 | D | 96 | (5) | (5) | Common Stock | 96 | $ 4.07 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Degen Larry Robert 10532 MISTY MORNING LANE EDEN PRAIRIE, MN 55347 |
Interim CFO & Secretary |
Suzette McNally, Attorney-in-Fact for Larry Robert Degen | 01/02/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Reporting Person determined that he violated Section 16(b) in the rollover of 96 shares of stock issued effective June 30, 2017 under the MGC Diagnostics Corporation Employee Stock Purchase Plan. Reporting Person has paid the company $414.72 representing the entire amount of the Section 16(b) short-swing profit. |
(2) | This option vested fully on November 12, 2015 and was cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $5,124. |
(3) | This option, which vested fully on October 31, 2017 was cancelled in connection with the merger agreement between company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $6,575. |
(4) | This option, which provided for vesting on August 30, 2018 was cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $29,500. |
(5) | The shares that would have been issued under the phase that began July 1, 2017 were cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $860.34. |