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Form 4 ANGIODYNAMICS INC For: Jul 14 Filed by: Centea Scott

July 23, 2021 6:48 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Centea Scott
(Last) (First) (Middle)
14 PLAZA DRIVE
(Street)
LATHAM NY 12110
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANGIODYNAMICS INC [ ANGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP/GM, VIT
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. 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)
Code V Amount (A) or (D) Price
Common Stock 07/14/2021   F   500 (1) D $ 26.43 44,504 D  
Common Stock 07/17/2021   F   339 (2) D $ 24.76 44,165 D  
Common Stock 07/18/2021   F   344 (3) D $ 24.76 43,821 D  
Common Stock 07/21/2021   A   2,842 (4) A $ 0 46,663 D  
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 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: 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
Performance Right (5) 07/21/2021   A   5,684     (5)   (5) Common Stock 5,684 $ 0 5,684 D  
Non-Qualified Stock Option (right to buy) $ 10.27 07/21/2021   A   7,721   07/21/2022 (6) 07/21/2031 Common Stock 7,721 $ 0 7,721 D  
Explanation of Responses:
1. The exempt disposition of 500 shares of common stock ("Common Stock") of AngioDynamics, Inc. (the "Company") was made to satisfy tax withholding obligations in connection with the pre-determined vesting of shares underlying restricted stock units granted to the reporting person on July 14, 2020.
2. The exempt disposition of 339 shares of Common Stock of the Company was made to satisfy tax withholding obligations in connection with the pre-determined vesting of shares underlying restricted stock units granted to the reporting person on July 17, 2019.
3. The exempt disposition of 344 shares of Common Stock of the Company was made to satisfy tax withholding obligations in connection with the pre-determined vesting of shares underlying restricted stock units granted to the reporting person on July 18, 2018.
4. The acquisition of 2,842 shares of Common Stock of the Company represents 2,842 restricted stock units, each of which represents a contingent right to receive one share of Common Stock. These restricted stock units vest in four equal annual installments beginning on July 21, 2022, such that 25% of the restricted stock units will vest on each of July 21, 2022, 2023, 2024 and 2025.
5. Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in columns 5 and 7 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.
6. These stock options vest in four equal annual installments beginning on July 21, 2022, such that 25% of the options will vest on each of July 21, 2022, 2023, 2024 and 2025.
Remarks:
Exhibit List:  Exhibit 24.1 - Substitute Power of Attorney
/s/ Richard C. Rosenzweig, Attorney in Fact 07/23/2021
** 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 Number.


SUBSTITUTE POWER OF ATTORNEY

Pursuant to the terms of certain Powers of Attorney (the “Powers of Attorney”), the undersigned, Stephen A. Trowbridge, was appointed a true and lawful attorney-in-fact, with full power of substitution, to do and perform every act and thing whatsoever requisite, necessary or proper to be done in the exercise of the rights and powers granted in such Powers of Attorney, by certain officers and directors of AngioDynamics, Inc. (the “Company”), including Scott Centea (the “PoA Party”).

Additionally, the Powers of Attorney ratified and confirmed all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, lawfully do or cause to be done by virtue of the Powers of Attorney and the rights and powers granted therein.

In accordance with the authority granted under the Powers of Attorney, including the power of substitution, the undersigned hereby appoints Richard C. Rosenzweig as a substitute attorney-in-fact, on behalf of the PoA Party, to exercise and execute all of the powers granted or conferred in the applicable Power of Attorney. By his signature as an attorney-in-fact to this Substitute Power of Attorney, Richard C. Rosenzweig accepts such appointment and agrees to assume from the undersigned any and all duties and responsibilities attendant to his capacity as an attorney-in-fact. This Substitute Power of Attorney shall remain in full force and effect until the earlier of (i) such time as this Substitute Power of Attorney is revoked by the undersigned, Stephen A. Trowbridge, or by the PoA Party, (ii) such time as this Substitute Power of Attorney is superseded by a new substitute power of attorney regarding the purposes outlined herein dated as of a later date, or (iii) such time as the PoA Party is no longer required to file Forms 3, 4, and 5 with respect to such PoA Party’s holdings of and transactions in securities issued by the Company.

[Signature Page Follows]




IN WITNESS WHEREOF, the undersigned, Stephen A. Trowbridge, has executed this Substitute Power of Attorney this 18th day of March, 2021.

       
By:
  
 /s/ Stephen A. Trowbridge
  
   
Stephen A. Trowbridge
  
   
Attorney-in-Fact
  
   
I accept this appointment and substitution:
  
     
   
/s/ Richard C. Rosenzweig
Richard C. Rosenzweig
  



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