SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Nighan Warren JR

(Last) (First) (Middle)
14 PLAZA DRIVE

(Street)
LATHAM NY 12110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021
3. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ ANGO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Quality and Regulatory
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 33,879(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (2) 04/28/2027 Common Stock 50,000 $15.52 D
Non-Qualified Stock Option (right to buy) (3) 07/26/2027 Common Stock 11,943 $16.55 D
Non-Qualified Stock Option (right to buy) (4) 07/18/2028 Common Stock 15,221 $20.93 D
Non-Qualified Stock Option (right to buy) (5) 07/17/2029 Common Stock 10,790 $21.54 D
Non-Qualified Stock Option (right to buy) (6) 07/14/2030 Common Stock 20,619 $9.92 D
Non-Qualified Stock Option (right to buy) (7) 07/21/2031 Common Stock 10,256 $26.49 D
Performance Right (8) (8) Common Stock 4,302 (8) D
Performance Right (9) (9) Common Stock 14,010 (9) D
Performance Right (10) (10) Common Stock 7,550 (10) D
Explanation of Responses:
1. These shares of common stock of AngioDynamics, Inc. ("Common Stock") include (i) 1,195 shares of Common Stock underlying restricted stock units which vest on July 18, 2022, (ii) 1,614 shares of Common Stock underlying restricted stock units which vest in two equal annual installments on each of July 17, 2022 and 2023, (iii) 5,254 shares of Common Stock underlying restricted stock units which vest in three equal annual installments on each of July 14, 2022, 2023 and 2024, and (iv) 3,775 shares of Common Stock underlying restricted stock units which vest in four equal annual installments on each of July 21, 2022, 2023, 2024 and 2025.
2. These stock options have fully vested and are exercisable.
3. These stock options have fully vested and are exercisable.
4. 75% of these stock options have fully vested and are exercisable. 25% of these stock options vest on July 18, 2022.
5. 50% of these stock options have fully vested and are exercisable. 50% of these stock options vest in two equal annual installments on each of July 17, 2022 and 2023.
6. 25% of these stock options have fully vested and are exercisable. 75% of these stock options vest in three equal annual installments on each of July 14, 2022, 2023 and 2024.
7. These stock options vest in four equal annual installments on each of July 21, 2022, 2023, 2024 and 2025.
8. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based equally on revenue growth and adjusted earnings per share growth over a three-year performance period with a potential upward or downward 20% adjustment on the calculated achievement based on total shareholder return relative to a peer group of companies over a three-year performance period (for a total potential payout of up to 240% of the target number in the aggregate). Any shares that do not vest at the end of the performance period will be forfeited.
9. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.
10. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in column 3 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period with a potential upward or downward 20% adjustment on the calculated achievement based on total shareholder return relative to a peer group of companies over a three-year performance period (for a total potential payout of up to 240% of the target number in the aggregate) in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Richard C. Rosenzweig, Attorney in Fact 12/30/2021
** 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 5 (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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