HeartWare International, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share |
(Title of Class of Securities)
|
422368100 |
(CUSIP Number)
|
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
May 4, 2016 |
(Date of Event Which Requires Filing of This Statement) |
CUSIP No. 422368100
|
SCHEDULE 13D
|
Page 2 of 5 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
Hudson Executive Capital LP |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 | SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,053,258
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,053,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,053,258
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
6.0%(1) | |
14
|
TYPE OF REPORTING PERSON
|
PN, IA |
CUSIP No. 422368100
|
SCHEDULE 13D
|
Page 3 of 5 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
Douglas L. Braunstein |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 | SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,053,258
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,053,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,053,258
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
6.0%(2) | |
14
|
TYPE OF REPORTING PERSON
|
IN |
CUSIP No. 422368100
|
SCHEDULE 13D
|
Page 4 of 5 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
James C. Woolery |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 | SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,053,258
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,053,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,053,258
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
6.0%(3) | |
14
|
TYPE OF REPORTING PERSON
|
IN |
CUSIP No. 422368100
|
SCHEDULE 13D
|
Page 5 of 5 Pages
|
|
|
Item 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Shares”), of HeartWare International, Inc., a Delaware corporation (the “Company”), and amends the Schedule 13D filed on January 15, 2016 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 1 is being filed to amend Item 3 and Item 5 of the Schedule 13D as follows:
|
|
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The aggregate purchase price of the 1,053,258 Shares reported by the Reporting Persons in this Schedule 13D is approximately $39,537,845.40 (including brokerage commissions).
|
|
The source of funding for the transaction pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the respective capital of the HEC Funds.
|
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein. | |
Hudson Executive, as the investment adviser to the HEC Funds, may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares.
|
|
By virtue of their roles with respect to Hudson Executive and the Management GP, each of Messrs. Braunstein and Woolery may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares and, therefore, each may be deemed to be a beneficial owner of the Subject Shares.
|
|
(c) All transactions in the Shares effected during the past 60 days on behalf of an HEC Fund over which the Reporting Persons have investment discretion are set forth in Exhibit 1 attached hereto and incorporated herein by reference.
|
(d) The HEC Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
|
|
(e) Not applicable. | |
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 1 | Schedule of transactions effected during the last 60 days |
HUDSON EXECUTIVE CAPITAL LP | ||||
By: HEC Management GP, LLC, its general partner | ||||
By:
|
/s/ Douglas L. Braunstein |
|
||
Name: Douglas L. Braunstein*
|
||||
Title: Managing Member
|
DOUGLAS L. BRAUNSTEIN | ||||
By:
|
/s/ Douglas L. Braunstein* |
|
||
Douglas L. Braunstein
|
||||
|
JAMES C. WOOLERY | ||||
By:
|
/s/ James C. Woolery* |
|
||
James C. Woolery
|
||||