Sec Form 4 Filing - PELL LEWIS C @ COGENTIX MEDICAL INC /DE/ - 2016-11-03

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PELL LEWIS C 2. Issuer Name and Ticker or Trading Symbol COGENTIX MEDICAL INC /DE/ [ CGNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 RAMLAND ROAD SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2016 (Street) ORANGEBURG, NY10962 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/03/2016 A 17,688,423 A 20,051,723 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Convertible Promissory Note $ 6 11/03/2016 D ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 3,333,333.2 ( 1 ) 0 D Convertible Promissory Note $ 4.45 11/03/2016 D ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 786,516.9 ( 1 ) 0 D Convertible Promissory Note $ 5.55 11/03/2016 D ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 899,099.1 ( 1 ) 0 D Warrant to Purchase Common Stock $ 9.31 11/03/2016 D 54,545 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 54,545 ( 1 ) 0 D Warrant to Purchase Common Stock $ 9.31 11/03/2016 D 75,758 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 75,758 ( 1 ) 0 D Warrant to Purchase Common Stock $ 9.31 11/03/2016 D 245,821 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 245,821 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PELL LEWIS C 40 RAMLAND ROAD SOUTH ORANGEBURG, NY10962 X X Signatures /s/ Lewis C. Pell 11/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 3, 2016, the Issuer issued to the Reporting Person 17,688,423 shares of common stock, $0.01 par value per share (the "Common Stock") at a price per share of $1.67, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's convertible promissory notes held by the Reporting Person (collectively, the "Notes"), pursuant to the terms of a note exchange agreement between the Issuer and the Reporting Person, dated as of September 7, 2016 (the "Note Exchange Agreement"). Under the terms of the Note Exchange Agreement, simultaneously with the exchange of the Notes and accrued interest held by the Reporting Person, all outstanding warrants to purchase shares of Common Stock of the Issuer (collectively, the "Warrants") were cancelled. The Company's stockholders approved the transaction on November 3, 2016. ( 2 )On December 21, 2014, the Issuer and the Reporting Person entered into amendments to the Notes and Warrants (collectively, the "Amendments"). The Amendments extended the maturity date of each Note from the fifth anniversary of the issuance date of the Notes to the fifth anniversary of the effective date of the merger between the Issuer and Uroplasty, Inc. (the "Merger") or an earlier change of control (as defined in the Amendments). The Amendments prevented the Notes from being converted until after three years following the effective date of the Merger or, if earlier, three days prior to the record date for the declaration of any dividend or distribution on the Common Stock in cash or other property other than Common Stock. ( 3 )The Notes could also have been converted prior to a change in control or in connection with the Issuer's prepayment of the Notes. The Amendments prevented the Warrants from being exercised until after three years following the effective date of the Merger, or immediately prior to the closing of an event constituting a change in control (other than the Merger).

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