Edgar Filing: ANGIODYNAMICS INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Avista Capital Partners GP, LLC

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

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

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

(Last)

(First)

(Middle)

AVISTA CAPITAL HOLDINGS, L.P., 65 E. 55TH STREET, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2016

(Street)

NEW YORK, NY 10022

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	08/05/2016		S		1,394,950	D	$ 14.62	4,453,305	I	See footnote ⁽¹⁾
Common Stock	08/05/2016		S		367,836	D	$ 14.62	1,174,296	I	See footnote ⁽²⁾
Common Stock	08/05/2016		S		478,214	D	$ 14.62	1,555,407	I	See footnote ⁽³⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Avista Capital Partners GP, LLC AVISTA CAPITAL HOLDINGS, L.P. 65 E. 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners (Offshore), L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X
Navilyst Medical Co-Invest, LLC 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY 10022		X

Signatures

Avista Capital Partners GP, LLC, By: /s/ Ben Silbert		08/05/2016
^**Signature of Reporting Person		Date
Avista Capital Partners, L.P., By: Avista Capital Partners GP, LLC, its General Partner, By: /s/ Ben Silbert		08/05/2016
^**Signature of Reporting Person		Date
Avista Capital Partners (Offshore), L.P., By: Avista Capital Partners GP, LLC, its General Partner, By: /s/ Ben Silbert		08/05/2016
^**Signature of Reporting Person		Date
Navilyst Medical Co-Invest, LLC, By: Avista Capital Partners GP, LLC, its Manager, By: /s/ Ben Silbert		08/05/2016
^**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)	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. By virtue of this relationship, ACP GP may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP. Each of ACP GP and ACP expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
(2)	Represents shares of the Issuer held by Avista Capital Partners (Offshore), L.P. ("ACP Offshore"). ACP GP is the general partner of ACP Offshore. By virtue of this relationship, ACP GP may be deemed to share voting and dispositive power with respect to the shares of common stock held by ACP Offshore. Each of ACP GP and ACP Offshore expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
(3)	Represents shares of the Issuer held by Navilyst Medical Co-Invest, LLC ("NM Co-Invest"). ACP GP is the manager of NM Co-Invest. By virtue of this relationship, ACP GP may be deemed to share voting and dispositive power with respect to the shares of common stock held by NM Co-Invest. Each of ACP GP and NM Co-Invest expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

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