13D Filing: Diker Charles M and Cantel Medical Corp (NYSE:CMD)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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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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owned by Mr. Diker’s wife, and (vi) 289,816 shares of Cantel Common Stock held in certain discretionary accounts with Diker Management LLC (the “Management Account Shares”). Mr. Diker’s wife has sole power to vote (or to direct the vote of) her shares. However, Mr. Diker may be deemed to be the beneficial owner under Rule 13d-3 of the 455,538 shares of Cantel Common Stock owned by Mrs. Diker. Mr. Diker may be deemed to have investment discretion with respect to the Management Account Shares. Mr. Diker manages the accounts associated with the Management Account Shares, but he has no beneficial ownership with respect to the discretionary accounts and he does not have the power to vote (or to direct the vote of) the Management Account Shares. However, by reason of his investment power and relationship with Diker Management LLC, Mr. Diker may be deemed to be the beneficial owner of the 289,816 Management Account Shares. Pursuant to Rule 13d-4, Mr. Diker expressly disclaims that he is the beneficial owner of (i) the shares owned by Mrs. Diker and (ii) the Management Account Shares.

 

(c) There have been no transactions in Cantel Common Stock by Mr. Diker (either directly or indirectly through individuals, corporations and other entities through which Mr. Diker may possess the power to vote or dispose of shares of Cantel Common Stock) during the past 60 days (or the 60 days prior to the due date of this statement) except for the following:

 

Name of Person Effecting  Transaction		Date of Transaction		No. of Shares Acquired/(Disposed)		Price per Share(1)			How Transaction Was Effected
Discretionary Accounts		1/18/17		(669	)	$	76.5000		Sale
Discretionary Accounts		1/19/17		(16,200	)	$	76.8331		Sale
Discretionary Accounts		1/20/17		(600	)	$	76.6075		Sale
Non-Profit Foundation		3/10/17		(1,000	)	$	79.0000		Sale
Non-Profit Foundation		3/13/17		(2,000	)	$	77.0304		Sale
Discretionary Accounts		3/17/17		(236,068	)	0			Transfer

 

(1)  Average sale price where multiple transactions occurred on a specific date

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.

 

Dated:	March 23, 2017
By:	/s/ Charles M. Diker
Name:	Charles M. Diker

 

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