Edgar Filing: Burgstahler David F

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Burgstahler David F

2. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ANGO]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O AVISTA CAPITAL PARTNERS, 65 E. 55TH STREET, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2012

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/07/2012		A		2,850 ⁽¹⁾	A	$ 0	2,850	D
Common Stock								5,848,255	I	See footnote ⁽²⁾
Common Stock								1,542,132	I	See footnote ⁽³⁾
Common Stock								2,042,621	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 10.68

08/07/2012

6,650

08/07/2013⁽⁵⁾

08/07/2019

Common Stock

6,650

$ 0

6,650

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burgstahler David F C/O AVISTA CAPITAL PARTNERS 65 E. 55TH STREET, 18TH FLOOR NEW YORK, NY 10022	X	X

Signatures

/s/ Stephen A. Trowbridge, Attorney in Fact		08/09/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The acquisition of 2,850 shares of common stock represents 2,850 restricted stock units, each of which represents a contingent right to receive one share of AngioDynamics, Inc. common stock. The restricted stock units vest in four equal installments beginning on 8/7/2013.
(2)	Represents shares of the Issuer held by Avista Capital Partners, L.P. ("ACP"). Avista Capital Partners GP, LLC ("ACP GP") is the general partner of ACP. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
(3)	Represents shares of the Issuer held by Avista Capital Partners (Offshore), LP ("ACP Offshore"). ACP GP is the general partner of ACP Offshore. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP Offshore. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
(4)	Represents shares of the Issuer held by Navilyst Medical Co-Invest, LLC ("NM Co-Invest"). ACP GP is the managing member of NM Co-Invest. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of these relationships, Mr. Burgstahler may be deemed to share voting and dispositive power with respect to the shares of common stock held by NM Co-Invest. Mr. Burgstahler expressly disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
(5)	Options for 25% of the shares are each exercisable on 8/7/2013, 8/7/2014, 8/7/2015 and 8/7/2016, respectively.
Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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