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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Degen Larry Robert 		2. Issuer Name and Ticker or Trading Symbol

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

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

10532 MISTY MORNING LANE 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2017
(Street)

EDEN PRAIRIE, MN 55347
(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     D    2332   (1) 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)   $6.76   12/28/2017     D         1200      (2)   (2) Common Stock   1200   $4.27   0   D    
Stock Option (Right-to-Buy)   $8.4   12/28/2017     D         2500      (3)   (3) Common Stock   2500   $2.63   0   D    
Stock Option (Right-to-Buy)   $8.08   12/28/2017     D         10000      (4)   (4) Common Stock   10000   $2.95   0   D    
Employee Stock Purchase Plan Shares   $6.71   12/28/2017     D         96      (5)   (5) Common Stock   96   $4.07   0   D    

Explanation of Responses:
(1)  Reporting Person determined that he violated Section 16(b) in the rollover of 96 shares of stock issued effective June 30, 2017 under the MGC Diagnostics Corporation Employee Stock Purchase Plan. Reporting Person has paid the company $414.72 representing the entire amount of the Section 16(b) short-swing profit.
(2)  This option vested fully on November 12, 2015 and was cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $5,124.
(3)  This option, which vested fully on October 31, 2017 was cancelled in connection with the merger agreement between company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $6,575.
(4)  This option, which provided for vesting on August 30, 2018 was cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $29,500.
(5)  The shares that would have been issued under the phase that began July 1, 2017 were cancelled in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc. in exchange for a cash payout of $860.34.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Degen Larry Robert
10532 MISTY MORNING LANE
EDEN PRAIRIE, MN 55347

Interim CFO & Secretary

Signatures
Suzette McNally, Attorney-in-Fact for Larry Robert Degen 1/2/2018
** 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.
Mgc Diagnostics Corp. (NASDAQ:MGCD)
Historical Stock Chart
From Mar 2025 to Apr 2025 Click Here for more Mgc Diagnostics Corp. Charts.
Mgc Diagnostics Corp. (NASDAQ:MGCD)
Historical Stock Chart
From Apr 2024 to Apr 2025 Click Here for more Mgc Diagnostics Corp. Charts.