Cogentix Medical Form 4 COGENTIX MEDICAL / LEWIS C PELL 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

PELL LEWIS C

(Last) (First) (Middle)

40 RAMLAND ROAD SOUTH

(Street)

ORANGEBURG NY 10962

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2016

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	11/03/2016		A		17,688,423	A	(1)	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 (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
Convertible Promissory Note	$6	11/03/2016		D			$20,000,000	(2)(3)	(2)(3)	Common Stock	3,333,333.2	(1)	0	D
Convertible Promissory Note	$4.45	11/03/2016		D			$3,500,000	(2)(3)	(2)(3)	Common Stock	786,516.9	(1)	0	D
Convertible Promissory Note	$5.55	11/03/2016		D			$4,990,000	(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

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).

	/s/ Lewis C. Pell	11/07/2016
	** 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.