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 *

AUSTIN TODD M 		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)
Chief Executive Officer
(Last)          (First)          (Middle)

24 BLUE JAY LANE 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2017
(Street)

PELHAM, NH 03076
(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    20819   (1) (2) 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)   $9.12   12/28/2017     D         10000      (3)   (3) Common Stock   10000   $1.91   0   D    
Stock Option (Right-to-Buy)   $6.07   12/28/2017     D         50000      (4)   (4) Common Stock   50000   $4.96   0   D    
Stock Option (Right-to-Buy)   $7.05   12/28/2017     D         40000      (5)   (5) Common Stock   40000   $3.98   0   D    
Stock Option (Right-to-Buy)   $8.08   12/28/2017     D         10000      (6)   (6) Common Stock   10000   $2.95   0   D    
Employee Stock Purchase Plan Shares   $6.71   12/28/2017     D         394      (7)   (7) Common Stock   394   $4.07   0   D    

Explanation of Responses:
(1)  Of the 20,819 shares, 5,945 shares were rolled over into equity of an affiliate of MGC Parent LLC and 14,874 shares were cashed out in connection with the merger agreement between the company, MGC Parent LLC and AC Breathe Merger Sub Inc.
(2)  Reporting Person determined that he violated Section 16(b) in the rollover of 484 shares of stock issued effective June 30, 2017 under the MGC Diagnostics Corporation Employee Stock Purchase Plan. Reporting Person has paid the company $2,090.88 representing the entire amount of the Section 16(b) short-swing profit.
(3)  This option vested fully on June 1, 2017 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 $19,100.
(4)  This option, which provided for vesting in three equal installments beginning June 1, 2016 and ending June 1, 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 $248,200.
(5)  This option, which provided for vesting in three equal installments beginning September 8, 2017 and ending September 8, 2019 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 $159,200.
(6)  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.
(7)  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 payment of $4,345.82.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AUSTIN TODD M
24 BLUE JAY LANE
PELHAM, NH 03076

Chief Executive Officer

Signatures
Suzette McNally, Attorney-in-Fact for Todd M. Austin 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.
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