Cardtronics plc
|
(Name of Issuer)
|
Ordinary Shares, nominal value $0.01 per share
|
(Title of Class of Securities)
|
G1991C105
|
(CUSIP Number)
|
Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
Copies to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
|
December 7, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. G1991C105
|
SCHEDULE 13D
|
Page 2 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
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
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
|
||||
8
|
SHARED VOTING POWER
|
|||
8,644,880
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
8,644,880
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,644,880
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%1
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
||
CUSIP No. G1991C105
|
SCHEDULE 13D
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
|
||
HEC Management GP LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
(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
|
||||
8
|
SHARED VOTING POWER
|
|||
8,644,880
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
8,644,880
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
8,644,880
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
19.4%2
|
|||
14
|
TYPE OF REPORTING PERSON
|
||
OO
|
|||
CUSIP No. G1991C105
|
SCHEDULE 13D
|
Page 4 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
|
||
Douglas L. Braunstein
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
(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
|
||
14,040
|
||||
8
|
SHARED VOTING POWER
|
|||
8,644,880
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
14,040
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
8,644,880
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
8,658,920
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
19.5%3
|
|||
14
|
TYPE OF REPORTING PERSON
|
||
IN
|
|||
CUSIP No. G1991C105 | SCHEDULE 13D |
Page 5 of 7 Pages
|
CUSIP No. G1991C105 | SCHEDULE 13D |
Page 6 of 7 Pages
|
CUSIP No. G1991C105 | SCHEDULE 13D |
Page 7 of 7 Pages
|
HUDSON EXECUTIVE CAPITAL LP
By: HEC Management GP, LLC, its general partner
|
|||
By:
|
/s/ Douglas L. Braunstein
|
||
Name: Douglas L. Braunstein
|
|||
Title: Managing Member
|
|||
HEC MANAGEMENT GP, LLC
|
|||
By:
|
/s/ Douglas L. Braunstein
|
||
Name: Douglas L. Braunstein
|
|||
Title: Managing Member
|
|||
DOUGLAS L. BRAUNSTEIN
|
|||
By:
|
/s/ Douglas L. Braunstein
|
||
Douglas L. Braunstein
|
|||