0000945621-16-000588.txt : 20160505 0000945621-16-000588.hdr.sgml : 20160505 20160504185027 ACCESSION NUMBER: 0000945621-16-000588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HeartWare International, Inc. CENTRAL INDEX KEY: 0001389072 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980498958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83026 FILM NUMBER: 161621079 BUSINESS ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-739-0873 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: HeartWare LTD DATE OF NAME CHANGE: 20070206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Executive Capital LP CENTRAL INDEX KEY: 0001652522 IRS NUMBER: 472878186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 heartware13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No. 1 )*



HeartWare International, Inc.
(Name of Issuer)
 
 Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
422368100
(CUSIP Number)
 
John F. Brown
Hudson Executive Capital LP
1185 Avenue of the Americas, 32nd Floor
New York, NY 10036
 
with a copy to:
David A. Vaughan
Dechert LLP
1095 Avenue of the Americas
New York, NY  10036 
 (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)
 
 
 
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 §§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 Rule.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 
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
 
 
_______________________________
(1) Calculated based on 17,536,482 shares of common stock, par value $0.001 per share, of HeartWare International, Inc., outstanding as of April 20, 2016, as reported in HeartWare International, Inc.'s proxy statement dated April 29, 2016.
 
 
 
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
 
 
 
 
_______________________________
(2) Calculated based on 17,536,482 shares of common stock, par value $0.001 per share, of HeartWare International, Inc., outstanding as of April 20, 2016, as reported in HeartWare International, Inc.'s proxy statement dated April 29, 2016.
 
 
 
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
 
 
_______________________________
(3) Calculated based on 17,536,482 shares of common stock, par value $0.001 per share, of HeartWare International, Inc., outstanding as of April 20, 2016, as reported in HeartWare International, Inc.'s proxy statement dated April 29, 2016.
 
 
 
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
 
SIGNATURES


After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED: May 4, 2016

    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
     
 
* by John F. Brown, attorney-in-fact
 
 
 EX-1 2 exhibit1.htm EXHIBIT 1
EXHIBIT 1


SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares.  Except as otherwise noted below, all such transactions were purchases or sales of Shares effected in the open market, and the table includes commissions paid in per share prices.


Party Effecting Transaction
Transaction
Date
Quantity
Average Price
Hudson Executive Capital LP
BUY
5/4/2016
77,000
30.0222
Hudson Executive Capital LP
BUY
5/4/2016
50,000
30.2032
Hudson Executive Capital LP
BUY
5/4/2016
35,000
29.1994
Hudson Executive Capital LP
BUY
5/4/2016
25,000
31.1150