Page 3 of 5 – SEC Filing
This Amendment No. 23 (“Amendment No. 23”), which amends the Schedule 13D filed with the Securities and Exchange Commission (as amended, the Schedule 13D) by Charles M. Diker relates to the beneficial ownership of securities of Cantel Medical Corp. owned by Mr. Diker and certain affiliated parties over which Mr. Diker may be deemed to have beneficial ownership by virtue of the authority granted to him to vote and/or dispose of shares held by such persons or based on his relationship to such persons, as applicable. This Amendment No. 23 updates the beneficial ownership of Mr. Diker through a current date, March 23, 2017.
The transactions giving rise to this amendment relate to the disposition of 373,212 shares of Cantel Common Stock formerly held in a discretionary account with Diker Management LLC. The shares were beneficially owned by an estate of a deceased customer of Diker Management LLC. An aggregate of 137,144 of such shares were sold by Diker Management LLC on behalf of the estate over the past three (3) months and the remaining 236,068 shares were transferred outright by Diker Management LLC to the estate on March 17, 2017 in accordance with instructions from the estate representative.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and supplemented as follows:
(a)-(b) Items 7-11 and 13 of the cover page of this Schedule 13D which relate to beneficial ownership of Cantel’s securities by Mr. Diker are hereby incorporated by reference in response to this item. As of March 23, 2017, Mr. Diker may be deemed to have beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, 4,573,367 shares of Cantel Common Stock (including share equivalents), constituting approximately 10.9% of Cantel’s common stock giving effect to the exercise in full of all the Options referred to below. The percentage is based upon 41,724,077 shares of Cantel Common Stock outstanding on February 28, 2017 and giving effect to the exercise in full of all the Options.
The 3,256,687 shares beneficially owned by Mr. Diker as to which he has sole voting power and sole disposition power include:
(i) 3,152,520 shares of Common Stock of the Corporation; and
(ii) Currently exercisable options to purchase 104,167 shares of Cantel Common Stock (the “Options”).
Should Mr. Diker exercise the Options in full, he would then have the sole power to vote and the sole power to dispose of 3,256,687 shares of Common Stock.
Mr. Diker may be deemed to have shared power to vote (or to direct the vote of) an aggregate of 571,326 shares of Cantel Common Stock, comprised of (i) 29,430 shares of Cantel Common Stock owned by the DicoGroup, Inc. (the “DicoGroup Shares”), (ii) 224,271 shares of Cantel Common Stock owned by certain trusts established for the benefit of Mr. Diker’s children (the “Children Trust Shares”), (iii) 85,454 shares of Cantel Common Stock owned by certain trusts established for the benefit of Mr. Dikers grandchildren (the Grandchildren Trust Shares) and (iv) 232,171 shares of Cantel Common Stock owned by a non-profit corporation (the “Foundation”) of which Mr. Diker and his wife are the principal officers and directors (the “Not For Profit Shares”). Mr. Diker may be deemed to be the beneficial owner, under Rule 13d-3, of the DicoGroup Shares, the Children Trust Shares, the Grandchildren Trust Shares and the Not For Profit Shares.
Mr. Diker may be deemed to have shared power to dispose of (or direct the disposition of) an aggregate of 1,316,680 shares of Cantel Common Stock, comprised of (i) the 29,430 DicoGroup Shares referred to above, (ii) the 224,271 Children Trust Shares referred to above, (iii) the 85,454 Grandchildren Trust Shares referred to above, (iv) the 232,171 Not For Profit Shares referred to above, (v) 455,538 shares of Cantel Common Stock
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