SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

AngioDynamics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

03457V101

(CUSIP Number)

Ben Silbert, Esq.

65 East 55^th Street, 18^th Floor

New York, NY 10022

(212) 593-6900

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

With a copy to:

Craig E. Marcus, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

November 18, 2016

(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 §§ 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 §240.13d-7 for other parties to whom copies are to be sent.]

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 (“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).

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”), 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:

In connection with the underwriting agreement entered into on November 14, 2016 (the “Underwriting Agreement”) among certain of the Avista Capital Funds and Barclays Capital Inc. (the “Underwriter”) and the Agency Agreement entered into on November 14, 2016 by certain of the Avista Capital Funds (the “Agency Agreement”), on November 18, 2016 the Avista Capital Funds sold an aggregate of 2,500,000 shares of Common Stock at a price of $15.68 per share of Common Stock (the “November 2016 Offering”). This summary description of the Underwriting Agreement and the Agency Agreement does not purport to be complete, and is qualified in its entirety by reference to the Underwriting Agreement and the Agency Agreement, copies of which are filed as Exhibit 5 and Exhibit 6, respectively, to this Schedule 13D/A.    

Pursuant to the Underwriting Agreement, the Avista Capital Funds agreed with the Underwriter, subject to customary exceptions, not to offer, pledge, sell, or enter into any agreement to sell or otherwise dispose of or transfer, any shares of Common Stock or securities convertible into or exchangeable or exercisable for the shares of Common Stock, for a period of 30 days after November 14, 2016, except with the prior written consent of the Underwriter (the “Lock-Up Agreement”).This summary description of the Lock-Up Agreement does not purport to be complete, and is qualified in its entirety by reference to the form of Lock-Up Agreement, a copy of which is filed as Exhibit 5 to this Schedule 13D/A.

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 36,644,423 shares of Common Stock stated to be outstanding in the Company’s Prospectus Supplement dated November 14, 2016 and filed with the Securities and Exchange Commission on November 16, 2016. The Reporting Persons may be deemed to beneficially own an aggregate of 4,683,008 shares of Common Stock, which constitutes approximately 12.8% of the Company’s 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 2,903,360 shares of Common Stock, which represents approximately 7.9% 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 765,590 shares of Common Stock, which represents approximately 2.1% 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 1,014,058 shares of Common Stock, which represents approximately 2.8% 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 4,683,008 shares of Common Stock, which represents approximately 12.8% 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 November 2016 Offering, the Reporting Persons have not effected any transactions in the Company’s Common Stock during the past 60 days.

Item 7. Material to Be Filed as Exhibits.

SIGNATURE

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

Dated: November 22, 2016

Exhibit 6

AGENCY AGREEMENT

This Agency Agreement (the “Agreement”) is made as of the 14^th day of November, 2016 by and between Avista Capital Partners (Offshore), L.P., a Bermuda exempted limited partnership (the “Seller”), and Avista Capital Partners, L.P., a Delaware limited partnership (the “Agent”).

WHEREAS, in connection with the offer and sale (the “Offering”) of an aggregate of 2,500,000 shares (the “Underwritten Shares”) of common stock, $.01 par value per share (the “Common Stock”), of AngioDynamics, Inc., a Delaware corporation (the “Company”), by certain selling stockholders pursuant to the Underwriting Agreement dated November 14, 2016 by an among the Company, Barclays Capital Inc., as underwriter (the “Underwriter”), and the selling stockholders named therein (including the Agent) (the “Underwriting Agreement”), and in order to facilitate the sale by the Seller of its pro rata share of the Common Stock to be sold in the Offering, the Agent, at the request of Seller, will sell, as agent and for the benefit and account of Seller in accordance with the terms of this Agreement, an aggregate of 408,706 shares of Common Stock (the “Seller Shares”) to the Underwriter pursuant to the Underwriting Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto hereby agree as follows:

1. Appointment of Agent. Upon the basis of the representations and warranties and other agreements contained herein and subject to the terms and conditions set forth in this Agreement, the Seller engages the Agent, and the Agent hereby agrees, to act as the Seller’s agent, to sell, as agent and for the benefit and account of Seller in accordance with the terms of this Agreement, the Seller Shares to the Underwriter pursuant to the Underwriting Agreement. The Agent shall receive no compensation from the Seller for services rendered hereunder.

2. Delivery and Sale of Seller Shares. Prior to the closing of the Offering, the Seller will instruct the Company’s transfer agent to transfer to the Agent’s book-entry account at the Company’s transfer agent 408,706 shares of Common Stock held by the Seller to facilitate the Agent’s sale, on behalf of the Seller, of the Seller Shares. Subject to the receipt of the 408,706 shares of Common Stock from the Seller into its book-entry account at the Company’s transfer agent, the Agent hereby agrees to sell, as agent and for the benefit and account of the Seller, the Seller Shares to the Underwriter pursuant to the Underwriting Agreement and to remit the proceeds therefrom (without deduction) to the Seller promptly following receipt thereof from the Underwriter.

3. Representations and Warranties. (a) The Seller represents and warrants and agrees with the Agent that:

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4. Exculpation and Indemnification. Neither the Agent nor any of the other Non-Recourse Parties (as defined below) shall have any liability (in tort, contract or otherwise) to the Seller or any other person or entity for any and all losses, claims, damages or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable fees of counsel) (collectively, “Claims”) arising out of or from any act or omission on the part of the Agent in connection with the performance by the Agent of its obligations and agreements hereunder or otherwise in connection with the Offering, the sale of the Seller Shares and the transactions contemplated hereby or thereby, except for any such Claims which are determined, in a final judgment by a court of competent jurisdiction, to have resulted from the Agent’s gross negligence or willful misconduct in performing the services that are the subject of this Agreement. The Seller shall, and it hereby agrees to, indemnify and hold harmless the Agent and the other Non-Recourse Parties from and against any and all Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement), or actions or proceedings in respect thereof, arise out of or are based upon the performance by the Agent of its obligations and agreements hereunder or otherwise in connection with the Offering, the sale of the Seller Shares or the transactions contemplated hereby or thereby. “Non-Recourse Parties” means the Agent and any and all former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, employees, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or affiliates of the Agent (including but not limited to its general partner and the members of its general partner) and any and all former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, employees, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or affiliates of any of the foregoing, and any and all former, current or future direct or indirect heirs, executors, administrators, trustees, representatives, successors, assigns or agents of any of the foregoing.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of The State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

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6. Amendment and Waiver. No amendment or waiver of any term, provision or condition of this Agreement shall be effective as against any party, unless in writing and executed such party.

7. Counterparts. This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.