0001140361-13-040237.txt : 20131101 0001140361-13-040237.hdr.sgml : 20131101 20131101115400 ACCESSION NUMBER: 0001140361-13-040237 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131101 DATE AS OF CHANGE: 20131101 GROUP MEMBERS: SANDRA F. PESSIN 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40187 FILM NUMBER: 131184949 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: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 formsc13da.htm NORMAN H. PESSIN SC 13D A NO 4 10-29-2013 (MGC DIAGNOSTICS CORPORATION)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

MGC Diagnostics Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

552768103
Cusip Number

Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 the 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 ("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).
 
PAGE 2
CUSIP No. 552768103
Schedule 13D
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SEP IRA FBO Norman H. Pessin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
  
27,341
OWNED BY EACH
8
SHARED VOTING POWER
REPORTING
 
 
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
 
27,341
 
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,341
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1) 0.6%
14
TYPE OF REPORTING PERSON*
 
IN
PAGE 3
CUSIP No. 552768103
Schedule 13D
1
NAME OF REPORTING PERSON
 
 Sandra F. Pessin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
7
SOLE VOTING POWER
BENEFICIALLY
 
209,045
OWNED BY EACH
8
SHARED VOTING POWER
REPORTING
 
 
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
 
209,045
 
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
209,045
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1) 5.0%%
14
TYPE OF REPORTING PERSON*
 
IN
PAGE 4
CUSIP No.  552768103
Schedule 13D

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, $0.01 par value (the "Common Stock"), of MGC Diagnostics Corporation (the "Issuer"),whose principal executive offices are located at 350 Oak Grove Parkway, Saint Paul, MN 55127-8599.

Item 2. Identity and Background

This Schedule 13D is being filed by and for Norman H. Pessin and Sandra F. Pessin (each a “Reporting Person”)Certain information with respect to each Reporting Person is set forth below:

Name and Address:
1) Norman H. Pessin
 
366 Madison Avenue,
 
14th Floor
 
New York, NY  10017
 
 
 
2) Sandra F. Pessin
 
366 Madison Avenue,
 
14th Floor
 
New York, NY  10017
 
 
Principal Occupation:
1) Retired
 
2) Housewife
 
 
Criminal convictions:
1) None
 
2) None
 
 
Civil proceedings:
1) None
 
2) None
 
 
Citizenship:
1) United States
 
2) United States

Item 3.

The aggregate purchase price of the 27,341 shares of common stock owned by SEP IRA F/B/O Norman H. Pessin is approximately $56,869.28 including brokerage commissions.  The shares of common stock owned by SEP IRA F/B/O Norman H. Pessin were acquired with personal funds.  The aggregate purchase price of the 209,045 shares of common stock owned by Sandra F. Pessin is approximately $732,601, including brokerage commissions.  The shares of common stock owned by Sandra F. Pessin were acquired with personal funds.
PAGE 5
CUSIP No.  552768103

Item 4. Purposes of the Transactions

The Reporting Person originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Person intends to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer
 
SEP IRA F/B/O Norman H. Pessin owns 27,341 shares of common stock of the issuer, constituting 0.6% of the outstanding shares thereof.
Sandra F. Pessin owns 209,045 shares of common stock of the issuer, constituting 5.0% of the outstanding shares thereof.
PAGE 6
CUSIP No.  552768103

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

None.

Signatures

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.

 
SEP IRA F/B/O Norman H.Pessin
 
Norman H. Pessin ROTH IRA R/O
 
 
 
 
 
By:
 /s/ Norman H. Pessin
 
 
 
Norman H. Pessin
 
 
 
 
 
 
By: 
/s/ Sandra F. Pessin
 
 
 
Sandra F. Pessin
 

October 29, 2013
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Sold
Price Per Share($)
Date of Sale
 
Norman H. Pessin
 
3,600
10.89
10/1/13
265
10.92
10/2/13
2,535
10.92
10/2/13
305
10.79
10/3/13
5,500
10.70
10/4/13
2,780
10.72
10/7/13
7,121
10.72
10/7/13
309
10.81
10/8/13
1,325
10.81
10/8/13
3,366
10.81
10/8/13
900
11.55
10/10/13
1,909
11.70
10/11/13
2,391
11.70
10/11/13
6,340
11.49
10/14/13
500
11.58
10/15/13
1,115
11.94
10/17/13
3,346
12.05
10/18/13
6,654
12.05
10/18/13
10,260
12.59
10/21/13
7,034
12.51
10/22/13
10,000
12.43
10/23/13
9,335
12.73
10/24/13
4,500
12.62
10/25/13
1,964
12.40
10/28/13
2,159
12.40
10/28/13