Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 4:15PM
Edgar (US Regulatory)
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)
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CUSIP No. 552768103
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley Louis Radoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
246,009
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6
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SHARED VOTING POWER
95,190
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7
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SOLE DISPOSITIVE POWER
246,009
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8
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SHARED DISPOSITIVE POWER
95,190
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,199
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.8%
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12
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TYPE OF REPORTING PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
WEST
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.
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Item 1(a)
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Name of Issuer.
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MGC Diagnostics Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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350 Oak Grove Parkway
Saint Paul, Minnesota 55127-8599
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Item 2(a)
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Name of Person Filing.
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Mr. Bradley Louis Radoff
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence
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1177 West Loop South
Suite 1625
Houston, Texas 77027
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Item 2(c)
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Place of Organization.
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Mr. Radoff is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.10 Par Value (the “Common
Stock”)
552768103
The person filing is not listed in Items 3(a) through 3(j).
3
WEST
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(a)
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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.
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(b)
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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.
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(c)
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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.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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
WEST
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
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/s/ Bradley Louis Radoff
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Bradley Louis Radoff
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5
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