Page 6 of 8 – SEC Filing
| CUSIP No. 03457V101 | 13D | Page 6 of 8 |
Introduction.
This
Statement on Schedule 13D/A (Schedule 13D/A) amends the previous Schedule 13D (the Initial Schedule 13D) filed on May 24, 2012, as amended by Amendment No. 1 thereto filed on August 5, 2016
(Amendment No. 1) and Amendment No. 2 thereto filed on November 22, 2016 (Amendment No. 2), by the following persons (each a Reporting Person
and collectively the Reporting Persons): (1) Avista Capital Partners GP, LLC, a Delaware limited liability company (Avista GP); (2) Avista Capital Partners, L.P., a Delaware limited partnership
(ACP); (3) Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (ACP Offshore); (4) Navilyst Medical Co-Invest, LLC, a Delaware limited liability
company (NM Co-Invest and together with ACP and ACP Offshore, collectively the Avista Capital Funds), relating to the beneficial ownership of shares of common stock, par
value $0.01 per share (the Common Stock), of AngioDynamics, Inc., a Delaware corporation (the Company). Unless otherwise indicated, all capitalized terms used herein shall have the meanings set forth in the
Initial Schedule 13D and, unless amended hereby, all information previously filed remains in effect.
Item 4. Purpose of Transaction.
Item 4 of the Initial Schedule 13D is amended by adding the following paragraphs immediately before the last paragraph thereof:
On April 6, 2017, the Avista Capital Funds, as selling stockholders, and the Company entered into an underwriting agreement (the
Underwriting Agreement) with Barclays Capital Inc. (the Underwriter), providing for the sale of 2,350,000 shares of Common Stock by the Avista Capital Funds (the April 2017 Offering) to the
Underwriter at a price of $16.00 per share of Common Stock. The April 2017 Offering closed on April 12, 2017. This summary description of the Underwriting Agreement does not purport to be complete, and is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is filed as Exhibit 8 to this Schedule 13D/A.
Pursuant to the Stockholders Agreement, when
the Avista Capital Funds cease to beneficially own at least 10% of the Companys outstanding Common Stock, Avista Capital Partners, L.P. will cease to have the right to designate one director for election to the Companys board of
directors. As a result of the April 2017 Offering, on April 12, 2017, David Burgstahler resigned from the Companys board of directors.
Item 5. Interest in Securities of the Issuer.
Item
5(a) of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The aggregate number of shares of
Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of shares of Common Stock in this Schedule 13D/A are based upon the
36,788,697 shares of Common Stock stated to be outstanding in the Companys Prospectus Supplement dated April 6, 2017 and filed with the Securities and Exchange Commission on April 10, 2017. The Reporting Persons may be deemed to
beneficially own an aggregate of 2,333,008 shares of Common Stock, which constitutes approximately 6.3% of the Companys Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of
this Schedule 13D/A shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.
ACP may be deemed to beneficially own 1,446,413 shares of Common Stock, which represents approximately 3.9% of the outstanding shares of
Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
ACP
Offshore may be deemed to beneficially own 381,406 shares of Common Stock, which represents approximately 1.0% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule
13d-3 under the Act.
NM Co-Invest may be deemed to
beneficially own 505,189 shares of Common Stock, which represents approximately 1.4% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Avista GP, as the general partner of each of ACP and ACP Offshore and the manager of NM Co-Invest, may
be deemed to beneficially own an aggregate of 2,333,008 shares of Common Stock, which represents approximately 6.3% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule
13d-3 under the Act.
By virtue of the relationship described herein, the Reporting Persons may be
deemed to constitute a group within the meaning of Rule 13d-5 under the Act. The filing of this Schedule 13D/A shall not be construed as an admission that the Reporting Persons beneficially own
those shares held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive
power with respect to such securities.
Item 5(c) of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:
(c) Except with respect to the April 2017 Offering, the Reporting Persons have not effected any transactions in the Companys Common Stock
during the past 60 days.
