SEC Form 4 · accession 0001615594-18-000002
MGC DIAGNOSTICS Corp · MGCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry Robert Degen
Officer — Interim CFO & Secretary
Period of report
Dec 28, 2017
Accepted (ET)
Jan 2, 2018 · 6:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000815093
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 28, 2017 | D | 2,332 | $11.03 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right-to-Buy)F2 | $6.76 | Dec 28, 2017 | D | 1,200 | D | — | — | Common Stock | 1,200 | 0 | D |
| Stock Option (Right-to-Buy)F3 | $8.40 | Dec 28, 2017 | D | 2,500 | D | — | — | Common Stock | 2,500 | 0 | D |
| Stock Option (Right-to-Buy)F4 | $8.08 | Dec 28, 2017 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Employee Stock Purchase Plan SharesF5 | $6.71 | Dec 28, 2017 | D | 96 | D | — | — | Common Stock | 96 | 0 | D |
Explanation of responses
- F1Reporting 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.
- F2This 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.
- F3This 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.
- F4This 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.
- F5The 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.