Cantel Medical (CMD) Form 4 CANTEL MEDICAL / CHARLES M DIKER ownership change

SEC Form 4

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^*

DIKER CHARLES M

(Last) (First) (Middle)

444 MADISON AVE.

37TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CANTEL MEDICAL CORP [ CMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2018

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, par value $.10 per share	10/10/2018		A		990(1)	A	$0	3,016,858	D
Common Stock, par value $.10 per share	10/10/2018		A		607(2)	A	$0	3,017,465	D
Common Stock, par value $.10 per share	10/10/2018		F		340(3)	D	$88.42	3,017,125	D
Common Stock, par value $.10 per share								452,238	I	By wife
Common Stock, par value $.10 per share								108,271	I	By trust for benefit of children
Common Stock, par value $.10 per share								86,494	I	By custodial accounts for benefit of grandchildren
Common Stock, par value $.10 per share								29,430	I	Shares held by Dico Group, Inc.

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

Explanation of Responses:

1. This represents time-based Restricted Stock Units (RSUs) granted on 10/10/18 that vest in three equal annual installments commencing on the first anniversary of the grant date.

2. This represents a performance-based RSU granted on 10/10/17, as adjusted based on the Company's sales performance during the fiscal year ended July 31, 2018. One-third of these RSUs (as adjusted) vested on 10/10/18 and the balance of these RSUs are now time-based, vesting in two equal annual installments on 10/10/19 and 10/10/20.

3. This represents shares withheld for taxes attributable to the vesting of (i) time-based RSUs that vested on 10/10/18 and (ii) performance-based RSUs that vested on 10/10/18.

Remarks:

	/s/ Charles M. Diker	10/12/2018
	** 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).
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