SEC Form 4 · accession 0001615594-18-000003
MGC DIAGNOSTICS Corp · MGCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd M Austin
Officer — Chief Executive Officer
Period of report
Dec 28, 2017
Accepted (ET)
Jan 2, 2018 · 6:34 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,F2 | Dec 28, 2017 | D | 20,819 | $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)F3 | $9.12 | Dec 28, 2017 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Stock Option (Right-to-Buy)F4 | $6.07 | Dec 28, 2017 | D | 50,000 | D | — | — | Common Stock | 50,000 | 0 | D |
| Stock Option (Right-to-Buy)F5 | $7.05 | Dec 28, 2017 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
| Stock Option (Right-to-Buy)F6 | $8.08 | Dec 28, 2017 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Employee Stock Purchase Plan SharesF7 | $6.71 | Dec 28, 2017 | D | 394 | D | — | — | Common Stock | 394 | 0 | D |
Explanation of responses
- F1Of the 20,819 shares, 5,945 shares were rolled over into equity of an affiliate of MGC Parent LLC and 14,874 shares were cashed out in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc.
- F2Reporting Person determined that he violated Section 16(b) in the rollover of 484 shares of stock issued effective June 30, 2017 under the MGC Diagnostics Corporation Employee Stock Purchase Plan. Reporting Person has paid the company $2,090.88 representing the entire amount of the Section 16(b) short-swing profit.
- F3This option vested fully on June 1, 2017 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 $19,100.
- F4This option, which provided for vesting in three equal installments beginning June 1, 2016 and ending June 1, 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 $248,200.
- F5This option, which provided for vesting in three equal installments beginning September 8, 2017 and ending September 8, 2019 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 $159,200.
- F6This 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.
- F7The 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 payment of $4,345.82.