Sec Form 13D Filing - Stern Linda B filing for ANGIODYNAMICS INC (ANGO) - 2008-12-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                               ANGIODYNAMICS, INC.
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
                         (Title of Class of Securities)

                                    03457V101
                                 (CUSIP Number)

                                 Linda B. Stern
                              23 I.U. Willets Road
                          Old Westbury, New York 11568
                                 (516) 997-0468
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    (Copy to)
                              Scott M. Tayne, Esq.
                       Davies Ward Phillips & Vineberg LLP
                           625 Madison Ave, 12th Floor
                               New York, NY 10022
                                 (212) 308-8866

                                  July 8, 2008
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.



- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     Estate of Howard S. Stern. EIN: 26-6028365
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |_|
                                                                 (b)  |_|
- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     Not Applicable
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     New York State
- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    0
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           0
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    0
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  |_|


- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     OO
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                       2


- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     Linda B. Stern.
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |_|
                                                                 (b)  |_|
- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     00
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    276,699
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        399,113
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           276,699
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    399,113
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     675,812
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  |_|


- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     2.8
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                       3


Introduction

      This Amendment No. 4 to Schedule 13D amends the Schedule 13D (the "Initial
Schedule 13D") filed by Linda B. Stern ("Linda  Stern" or "Mrs.  Stern") and the
Estate of Howard  Stern  (the "H.  Stern  Estate"  and,  with Linda  Stern,  the
"Reporting  Persons")  filed on January 23, 2006,  as amended by Amendment No. 1
thereto filed on May 31, 2006 ("Amendment No. 1"), Amendment No. 2 thereto filed
on December 22, 2006  ("Amendment  No. 2") and  Amendment No. 3 thereto filed on
June 28, 2007  ("Amendment No. 3") and  collectively,  with the Initial Schedule
13D,  Amendment No. 1,  Amendment  No. 2, and Amendment No. 3, the  "Statement")
relating to the beneficial  ownership of shares of common stock, par value $0.01
per  share  (the   "AngioDynamics   Common  Stock"),   of  AngioDynamics,   Inc.
("AngioDynamics"). Unless otherwise indicated, all capitalized terms used herein
shall have the meanings set forth in the Statement and,  unless amended  hereby,
all information previously filed remains in effect.

Item 4. Purpose of Transaction

      Item  4 of the  Statement  is  hereby  amended  by  adding  the  following
immediately before the last paragraph thereof:

      From June 28, 2007 through  August 14, 2007,  Linda Stern and a QTIP trust
established  under the H. Stern Will (the "QTIP  Trust"),  sold an  aggregate of
160,000  shares  of  AngioDynamics  Common  Stock.  From June 30,  2008  through
September 22, 2008,  Linda Stern and the QTIP Trust sold an aggregate of 488,873
shares of AngioDynamics Common Stock. All of such sales were made in open market
transactions on The NASDAQ Stock Market and were in accordance with Mrs. Stern's
previously  disclosed intention to make sales to provide for living expenses and
to diversify  her  investment  portfolio.  Mrs.  Stern is a co-trustee  and sole
lifetime beneficiary of the QTIP Trust.

Item 5. Interest in Securities of the Issuer.

      Items 5 (a) and (b) of the  Statement  are hereby  deleted and replaced in
their entirety by the following:

      (a)   The H.  Stern  Estate  does  not  beneficially  own  any  shares  of
            AngioDynamics Common Stock.

            Linda Stern has direct  beneficial  ownership  of 276,699  shares of
            AngioDynamics  Common Stock that were  distributed  to her by the H.
            Stern  Estate.  In  addition,  Mrs.  Stern  may be  deemed  to share
            beneficial ownership of 276,699 shares of AngioDynamics Common Stock
            held by the QTIP Trust and 122,414  shares of  AngioDynamics  Common
            Stock held by a credit shelter trust  established under the H. Stern
            Will (the "Credit Shelter  Trust"),  of which she is a discretionary
            beneficiary,  for total beneficial ownership of 675,812 shares. Such
            shares  represent 2.8% of the  outstanding  shares of  AngioDynamics
            Common Stock.

            The percentage beneficial ownership of Linda Stern set forth in this
            Item  5(a) is based on  24,362,076  shares of  AngioDynamics  Common
            Stock


                                       4


            outstanding  as of October 6, 2008,  as  reported  in the  Quarterly
            Report on Form 10-Q for the quarterly  period ended August 31, 2008,
            filed by AngioDynamics on October 10, 2008.

      (b)   Linda Stern has sole voting and  dispositive  rights with respect to
            the 276,699 shares of  AngioDynamics  Common Stock she owns directly
            and may be deemed to have shared voting and dispositive  rights with
            respect to the 399,113 shares of AngioDynamics  Common Stock held by
            the QTIP Trust and the Credit Shelter Trust.

      (e)   The Reporting  Persons  ceased to be beneficial  owners of more than
            five percent of the outstanding AngioDynamics Common Stock on August
            14, 2007.


                                       5


                                    SIGNATURE

      After reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned hereby certifies that the information contained in this statement is
true, complete and correct.

Dated: December 23, 2008.

                                         ESTATE OF HOWARD S. STERN

                                         By: /s/ Linda B. Stern
                                             -----------------------------------
                                             Name:  Linda B. Stern
                                             Title: Executor
                                             /s/ Linda B. Stern
                                             -----------------------------------
                                             Linda B. Stern