Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ANGIODYNAMICS, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
03457V101
(CUSIP Number)
Linda B. Stern
23 I.U. Willets Road
Old Westbury, New York 11568
(516) 997-0468
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Copy to)
Scott M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Ave, 12th Floor
New York, NY 10022
(212) 308-8866
July 8, 2008
(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Estate of Howard S. Stern. EIN: 26-6028365
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Linda B. Stern.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
276,699
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 399,113
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 276,699
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
399,113
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,812
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
Introduction
This Amendment No. 4 to Schedule 13D amends the Schedule 13D (the "Initial
Schedule 13D") filed by Linda B. Stern ("Linda Stern" or "Mrs. Stern") and the
Estate of Howard Stern (the "H. Stern Estate" and, with Linda Stern, the
"Reporting Persons") filed on January 23, 2006, as amended by Amendment No. 1
thereto filed on May 31, 2006 ("Amendment No. 1"), Amendment No. 2 thereto filed
on December 22, 2006 ("Amendment No. 2") and Amendment No. 3 thereto filed on
June 28, 2007 ("Amendment No. 3") and collectively, with the Initial Schedule
13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Statement")
relating to the beneficial ownership of shares of common stock, par value $0.01
per share (the "AngioDynamics Common Stock"), of AngioDynamics, Inc.
("AngioDynamics"). Unless otherwise indicated, all capitalized terms used herein
shall have the meanings set forth in the Statement and, unless amended hereby,
all information previously filed remains in effect.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by adding the following
immediately before the last paragraph thereof:
From June 28, 2007 through August 14, 2007, Linda Stern and a QTIP trust
established under the H. Stern Will (the "QTIP Trust"), sold an aggregate of
160,000 shares of AngioDynamics Common Stock. From June 30, 2008 through
September 22, 2008, Linda Stern and the QTIP Trust sold an aggregate of 488,873
shares of AngioDynamics Common Stock. All of such sales were made in open market
transactions on The NASDAQ Stock Market and were in accordance with Mrs. Stern's
previously disclosed intention to make sales to provide for living expenses and
to diversify her investment portfolio. Mrs. Stern is a co-trustee and sole
lifetime beneficiary of the QTIP Trust.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) of the Statement are hereby deleted and replaced in
their entirety by the following:
(a) The H. Stern Estate does not beneficially own any shares of
AngioDynamics Common Stock.
Linda Stern has direct beneficial ownership of 276,699 shares of
AngioDynamics Common Stock that were distributed to her by the H.
Stern Estate. In addition, Mrs. Stern may be deemed to share
beneficial ownership of 276,699 shares of AngioDynamics Common Stock
held by the QTIP Trust and 122,414 shares of AngioDynamics Common
Stock held by a credit shelter trust established under the H. Stern
Will (the "Credit Shelter Trust"), of which she is a discretionary
beneficiary, for total beneficial ownership of 675,812 shares. Such
shares represent 2.8% of the outstanding shares of AngioDynamics
Common Stock.
The percentage beneficial ownership of Linda Stern set forth in this
Item 5(a) is based on 24,362,076 shares of AngioDynamics Common
Stock
4
outstanding as of October 6, 2008, as reported in the Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2008,
filed by AngioDynamics on October 10, 2008.
(b) Linda Stern has sole voting and dispositive rights with respect to
the 276,699 shares of AngioDynamics Common Stock she owns directly
and may be deemed to have shared voting and dispositive rights with
respect to the 399,113 shares of AngioDynamics Common Stock held by
the QTIP Trust and the Credit Shelter Trust.
(e) The Reporting Persons ceased to be beneficial owners of more than
five percent of the outstanding AngioDynamics Common Stock on August
14, 2007.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information contained in this statement is
true, complete and correct.
Dated: December 23, 2008.
ESTATE OF HOWARD S. STERN
By: /s/ Linda B. Stern
-----------------------------------
Name: Linda B. Stern
Title: Executor
/s/ Linda B. Stern
-----------------------------------
Linda B. Stern