Copy to:
Robert L. Lawrence, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
|
1
|
NAME OF REPORTING PERSON
Oracle Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,349,546 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
2,349,546 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,349,546 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSON
Oracle Associates, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,694,446 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
2,694,446 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,694,446 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
|
||
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSON
Larry N. Feinberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
3,366,699 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
3,366,699 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,366,699 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62%
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSON
Oracle Institutional Partners, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
344,900 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
344,900 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,900 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.58%
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSON
Oracle Offshore Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
39,070 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
39,070 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,070 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
|
||
14
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TYPE OF REPORTING PERSON*
OO
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1
|
NAME OF REPORTING PERSON
Oracle Ten Fund Master, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
605,083 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
605,083 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,083 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.01%
|
||
14
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TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSON
Oracle Investment Management, Inc. Employee’s Retirement Plan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
23,000 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
23,000 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,000 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||
14
|
TYPE OF REPORTING PERSON*
EP
|
1
|
NAME OF REPORTING PERSON
The Feinberg Family Foundation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
5,100 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
5,100 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
|
||
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSON
Oracle Investment Management, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (See Item 5)
|
|
8
|
SHARED VOTING POWER
667,153 (See Item 5)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
||
10
|
SHARED DISPOSITIVE POWER
667,153 (See Item 5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667,153 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11%
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
(c)
|
The trading dates, number of Shares (or options to acquire Shares) purchased or sold, and price per share for all transactions in the Shares (or options to acquire Shares) by the Reporting Persons in the past 60 days are set forth in Schedule A hereto. All such transactions were effected in open market transactions with brokers.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
(e)
|
Not applicable.
|
99.2
|
Shareholder Proposal and Supporting Statement.
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ORACLE ASSOCIATES, LLC
|
||
By:
|
/s/ Larry Feinberg | |
Larry Feinberg, Managing Member | ||
ORACLE INVESTMENT MANAGEMENT, INC.
|
||
By:
|
/s/ Larry Feinberg | |
Larry Feinberg, Managing Member | ||
ORACLE PARTNERS, LP
|
||
By:
|
ORACLE ASSOCIATES, LLC, its general partner
|
|
By:
|
/s/ Larry Feinberg
|
|
Larry Feinberg, Managing Member
|
||
ORACLE INSTITUTIONAL PARTNERS, LP
|
||
By:
|
ORACLE ASSOCIATES, LLC, its general partner
|
|
By:
|
/s/ Larry Feinberg
|
|
Larry Feinberg, Managing Member
|
||
ORACLE OFFSHORE LIMITED
|
||
By:
|
/s/ Larry Feinberg | |
Larry Feinberg, Director | ||
ORACLE TEN FUND MASTER, LP
|
||
By:
|
ORACLE ASSOCIATES, LLC, its general partner
|
|
By:
|
/s/ Larry Feinberg
|
|
Larry Feinberg, Managing Member
|
ORACLE INVESTMENT MANAGEMENT EMPLOYEES RETIREMENT
|
|
By:
|
/s/ Aileen Wiate
|
Aileen Wiate, Trustee
|
|
THE FEINBERG FAMILY FOUNDATION
|
|
By:
|
/s/ Larry Feinberg
|
Larry Feinberg, Trustee
|
|
/s/ Larry Feinberg
|
|
Larry Feinberg, Individually
|
Date
|
Transaction
|
Price Per Share
|
Quantity
|
Name of Fund
|
|
10/28/2011
|
BUY
|
37.9878
|
6,887
|
TEN MASTER
|
|
11/15/2011
|
SELL
|
29.9483
|
(2,300)
|
OFFSHORE
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.45
|
1,775
|
PARTNERS
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.45
|
275
|
INSTITUTIONAL PARTNERS
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.45
|
30
|
OFFSHORE
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.45
|
420
|
TEN MASTER
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.3
|
355
|
PARTNERS
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.3
|
55
|
INSTITUTIONAL PARTNERS
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.3
|
5
|
OFFSHORE
|
|
11/22/2011
|
BUY
(1/2012 $28 CALL OPTION)
|
2.3
|
85
|
TEN MASTER
|
|
12/6/2011
|
BUY
|
31.11
|
700
|
TEN MASTER
|
|
12/15/2011
|
BUY
(4/2012 $34 CALL OPTION)
|
1.9447
|
1,765
|
PARTNERS
|
|
12/15/2011
|
BUY
(4/2012 $34 CALL OPTION)
|
1.9447
|
285
|
INSTITUTIONAL PARTNERS
|
|
12/15/2011
|
BUY
(4/2012 $34 CALL OPTION)
|
1.9447
|
30
|
OFFSHORE
|
|
12/15/2011
|
BUY
(4/2012 $34 CALL OPTION)
|
1.9447
|
420
|
TEN MASTER
|
|
·
|
a large-cap medtech company would greatly accelerate LVAD market development by leveraging a much larger sales force, marketing budget, and distribution channel;
|
|
·
|
a large-cap medtech company would manufacture Thoratec’s LVAD alongside their other cardiovascular devices and thereby achieve significant synergies and efficiencies that Thoratec would have difficulty achieving on its own;
|
|
·
|
Thoratec’s LVAD pipeline, in the hands of a large-cap medtech company, will enable the acquirer of Thoratec to retain LVAD market dominance in the future;
|
|
·
|
a window of opportunity exists for the right partner to exploit what we believe is Thoratec’s current competitive strength over its principal competitor with respect to the risk of device thrombus and stroke;
|
|
·
|
large-cap medtech companies that already sell CRM devices should be especially interested in Thoratec since an LVAD is the next step in the continuum of care for a heart failure patient;
|
|
·
|
an acquirer with an existing large cardiology sales force could best leverage the Percutaneous Heart Pump, a treatment for acute (rather than chronic) heart failure representing a potentially $1 Billion product opportunity, that Thoratec is currently developing; and
|
|
·
|
the high technological and regulatory barriers to creating an organic an LVAD program make Thoratec a very attractive acquisition candidate.
|