0001193125-17-040394.txt : 20170213 0001193125-17-040394.hdr.sgml : 20170213 20170213160605 ACCESSION NUMBER: 0001193125-17-040394 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGC DIAGNOSTICS Corp CENTRAL INDEX KEY: 0000815093 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411579150 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40187 FILM NUMBER: 17599051 BUSINESS ADDRESS: STREET 1: 350 OAK GROVE PARKWAY CITY: ST PAUL STATE: MN ZIP: 55127 BUSINESS PHONE: 651-484-4874 MAIL ADDRESS: STREET 1: 350 OAK GROVE PARKWAY CITY: ST PAUL STATE: MN ZIP: 55127 FORMER COMPANY: FORMER CONFORMED NAME: ANGEION CORP/MN DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERDE VENTURES INC DATE OF NAME CHANGE: 19880714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Radoff Bradley Louis CENTRAL INDEX KEY: 0001380585 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1625 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13G/A 1 d293334dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

MGC Diagnostics Corporation

(Name of Issuer)

Common Stock, $0.10 Par Value

(Title of Class of Securities)

552768103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

CUSIP No. 552768103    13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bradley Louis Radoff

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

246,009

   6   

SHARED VOTING POWER

 

95,190

   7   

SOLE DISPOSITIVE POWER

 

246,009

   8   

SHARED DISPOSITIVE POWER

 

95,190

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

341,199

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.8%

12  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

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SCHEDULE 13G/A

This Amendment No. 1 to the Schedule 13G (this “Amendment”) is being filed on behalf of Bradley Louis Radoff relating to Common Stock, $0.10 Par Value (the “Common Stock”), of MGC Diagnostics Corporation, a Minnesota corporation (the “Issuer”), purchased by Mr. Radoff. The shares of Common Stock reported on this Schedule 13G are held by (i) a private investment fund managed by Mr. Radoff (the “Fund”) and (ii) Mr. Radoff directly.

 

Item 1(a) Name of Issuer.

MGC Diagnostics Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

350 Oak Grove Parkway

Saint Paul, Minnesota 55127-8599

 

Item 2(a) Name of Person Filing.

Mr. Bradley Louis Radoff

 

Item 2(b) Address of Principal Business Office, or, if none, Residence

1177 West Loop South

Suite 1625

Houston, Texas 77027

 

Item 2(c) Place of Organization.

Mr. Radoff is a U.S. citizen.

 

Item 2(d) Title of Class of Securities.

Common Stock, $0.10 Par Value (the “Common Stock”)

 

Item 2(e) CUSIP Number.

552768103

 

Item 3 Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).

 

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Item 4 Ownership.

 

  (a) Mr. Radoff is the beneficial owner of 341,199 shares of Common Stock. This amount consists of (i) 95,190 shares of Common Stock held by the Fund and (ii) 246,009 shares of Common Stock held by Mr. Radoff directly.

 

  (b) Mr. Radoff beneficially owns 341,199 shares of Common Stock, which represents approximately 7.8% of the shares of Common Stock issued and outstanding. This percentage is determined by dividing the number of shares beneficially held by Mr. Radoff by 4,381,875, the number of shares of Common Stock issued and outstanding as of September 9, 2016, as reported in the Issuer’s most recent 10-Q filed on September 14, 2016.

 

  (c) Mr. Radoff has the shared power to vote and dispose of the 95,190 shares of Common Stock held by the Fund. Mr. Radoff has the sole power to vote and dispose of the 246,009 shares of Common Stock that he holds directly.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4

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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.

Date: February 13, 2017

 

/s/ Bradley Louis Radoff

Bradley Louis Radoff

 

5