SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reynolds Brett

(Last)

(First)

(Middle)

5420 FELTL ROAD

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGENTIX MEDICAL INC /DE/ [ CGNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2018		U		81,405⁽¹⁾	D	$3.85	100,458	D
Common Stock	04/23/2018		D		100,458⁽²⁾	D	$3.85	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right toBuy)	$0.8801	04/23/2018		D			150,000⁽³⁾	06/13/2016⁽³⁾	06/13/2023	Common Stock	150,000	$2.9699	0	D
Stock Option (Right to Buy)	$1.03	04/23/2018		D			33,000⁽³⁾	06/29/2016⁽³⁾	06/29/2023	Commn Stock	33,000	$2.82	0	D
Stock Option (Right to Buy)	$1.65	04/23/2018		D			226,027⁽³⁾	05/19/2017⁽³⁾	05/19/2027	Common Stock	226,027	$2.2	0	D

Explanation of Responses:

1. On April 20, 2018, these shares were purchased in a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (the Company") by Camden Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of LM US Parent, Inc. and Laborie Medical Technologies Canada ULC, pursuant to the Agreement and Plan of Merger dated as of March 11, 2018 (the "Merger Agreement").

2. Pursuant to the Merger Agreement, upon the effectiveness of the merger of Merger Sub with and into the Company (the "Merger"), these shares of restricted stock were cancelled and converted into the right to receive a cash payment of $3.85 per share, net to the reporting person in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

3. Pursuant to the Merger Agreement, upon effectiveness of the Merger, these options were cancelled and converted into the right to receive a cash payment equal to the product of (A) the total number of shares subject to such option and (B) the excess, if any, of the Merger Consideration over the exercise price per share.

	/s/ Brett Reynolds	04/23/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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