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"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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Cantel Medical Corp.
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(Name of Issuer)
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Common Stock $.10 par value per share
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(Title of Class of Securities)
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138098108
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(CUSIP Number)
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Mr. Charles M. Diker
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570 Lexington Avenue
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New York, NY 10022
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(212) 904-0321
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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With a copy to:
Jeff Z. Mann
Cantel Medical Corp.
150 Clove Road
Little Falls, NJ 07424
(973) 890-7220
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October 23, 2020
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(Date of Event Which Requires Filing of this Statement)
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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. ☐
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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Page 2 of 5 pages
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1
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NAMES OF REPORTING PERSONS
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Charles M. Diker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,867,487
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8
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SHARED VOTING POWER
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379,625
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9
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SOLE DISPOSITIVE POWER
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2,867,487
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10
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SHARED DISPOSITIVE POWER
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853,617
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,721,104
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 3 of 5 pages
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This Amendment No. 25 (“Amendment No. 25”), 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. (“Cantel”) 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. 25 updates the beneficial ownership of Mr. Diker through October 23, 2020.
The transactions giving rise to this amendment relate to a number of unrelated direct and indirect dispositions, gifts, transfers and
other transactions involving shares of Cantel Common Stock since Mr. Diker’s last amendment to this Schedule 13D, aggregating greater than one percent of the outstanding shares of Cantel Common Stock. The majority of the transactions involving
gifting by Mr. Diker and his wife to his children and grandchildren, and the most recent and material transactions were gifts of shares by Mr. Diker and his wife on October 23, 2020 to such children and grandchildren.
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Item 2.
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Identity and Background
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Item 2(b) is amended and restated as follows:
The address of Mr. Diker is 570 Lexington Avenue, New York, NY 10022.
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Item 5.
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Interest in Securities of the Issuer
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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 Common Stock by Mr.
Diker are hereby incorporated by reference in response to this item. As of October 23, 2020, Mr. Diker may be deemed to have beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, 3,721,104
shares of Cantel Common Stock (including share equivalents), constituting approximately 8.8% of the outstanding Cantel Common Stock, giving effect to the exercise in full of all the Options referred to below. The percentage is based upon
42,162,536 shares of Cantel Common Stock outstanding on August 31, 2020 and giving effect to the exercise in full of all the Options.
The 2,867,487 shares beneficially owned by Mr. Diker as to which he has sole voting power and sole disposition power consist of
2,867,487 shares of Cantel Common Stock. He currently has no exercisable options to purchase shares of Cantel Common Stock.
Mr. Diker may be deemed to have shared power to vote (or to direct the vote of) an aggregate of 379,625 shares of Cantel Common
Stock, comprised of (i) 29,430 shares of Cantel Common Stock owned by the DicoGroup, Inc. (the “DicoGroup Shares”), (ii) 184,074 shares of Cantel Common Stock owned by certain trusts established for the benefit of Mr. Diker’s grandchildren (the
“Grandchildren Trust Shares”), and (iii) 166,121 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 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 853,617 shares of Cantel Common Stock, comprised of (i) the 29,430 DicoGroup Shares referred
to above, (ii) the 184,074 Grandchildren Trust Shares referred to above, (iii) the 166,121 Not For Profit Shares referred to above, (iv) 375,962 shares of Cantel Common Stock owned by Mr. Diker’s wife, and (v) 98,030 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 375,962 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 98,030 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.
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Page 4 of 5 pages
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(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:
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Name of Person
Effecting Transaction
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Date of
Transaction
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No. of Shares
Acquired/(Disposed)
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Price per
Share
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How Transaction
Was Effected
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Charles M. Diker
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10/23/20
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(146,642)
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0
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Gift
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Wife
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10/23/20
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(72,226)
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0
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Gift
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Grandchildren’s Trust
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10/23/20
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94,340
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0
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Transfer into Trust
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Charles M. Diker
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10/10/20
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(454)
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$47.36
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Tax withholding by Cantel
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Charles M. Diker
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10/07/20
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1,695
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0
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Restricted Stock Units issued by Cantel
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(d) Not applicable.
(e) Not applicable.
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Page 5 of 5 pages
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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: October 29, 2020
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By:
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/s/ Charles M. Diker
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Name:
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Charles M. Diker
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