FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bunge Terrence W. 		2. Issuer Name and Ticker or Trading Symbol

MGC DIAGNOSTICS Corp [ MGCD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

P. O. BOX 46120 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2017
(Street)

EDEN PRAIRIE, MN 55344
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/28/2017     U    99154   D $11.03   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy)   $7.52   12/28/2017     D         20000      (1)   (1) Common Stock   20000   $3.51   0   D    
Stock Option (Right-to-Buy)   $6.77   12/28/2017     D         33333      (2)   (2) Common Stock   33333   $4.26   0   D    
Restricted Stock Grants   $8.91   12/28/2017     D         3591      (3)   (3) Common Stock   3591   $11.03   0   D    

Explanation of Responses:
(1)  This option, which provided for vesting in three equal installments beginning December 15, 2017 and ending December 15, 2019 was cancelled in connection with the merger agreement between issuer, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $70,200.
(2)  This option vested fully on February 2, 2016 and was cancelled in connection with the merger agreement between issuer, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $141,999.
(3)  The restricted stock was to vest on the earlier of March 22, 2018 or the date of the company's 2018 Annual Meeting of Shareholders. It was cancelled pursuant to the merger agreement between issuer, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $39,609.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bunge Terrence W.
P. O. BOX 46120
EDEN PRAIRIE, MN 55344 		X



Signatures
Suzette McNally, Attorney-in-Fact for Terrence W. Bunge 12/29/2017
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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