0000914121-20-002232.txt : 20200623 0000914121-20-002232.hdr.sgml : 20200623 20200623172931 ACCESSION NUMBER: 0000914121-20-002232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200623 DATE AS OF CHANGE: 20200623 GROUP MEMBERS: DOUGLAS L. BRAUNSTEIN GROUP MEMBERS: HEC MANAGEMENT GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardtronics plc CENTRAL INDEX KEY: 0001671013 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89651 FILM NUMBER: 20983228 BUSINESS ADDRESS: STREET 1: BUILDING 4, 1ST FLOOR TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD STATE: X0 ZIP: AL10 9UL BUSINESS PHONE: 44 01707 248781 MAIL ADDRESS: STREET 1: BUILDING 4, 1ST FLOOR TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD STATE: X0 ZIP: AL10 9UL FORMER COMPANY: FORMER CONFORMED NAME: Cardtronics Group Ltd DATE OF NAME CHANGE: 20160331 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: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 he55020772-sc13da4.htm SCHEDULE 13D (AMENDMENT NO. 4)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

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
Daniel P. Raglan
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
 
June 19, 2020
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 disclosures provided in a prior cover page.
The information required on 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 (“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. G1991C105
SCHEDULE 13D
Page 2 of 6 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
    
8,374,880
    
   
9
SOLE DISPOSITIVE POWER
    
0
    
   
10
SHARED DISPOSITIVE POWER
    
8,374,880
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
8,374,880
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
☐
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    
18.8%1
    
   
14
TYPE OF REPORTING PERSON
    
PN, IA
    
   


1. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.

 
CUSIP No. G1991C105
SCHEDULE 13D
Page 3 of 6 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
    
8,374,880
    
   
9
SOLE DISPOSITIVE POWER
    
0
    
   
10
SHARED DISPOSITIVE POWER
    
8,374,880
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
8,374,880
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
☐
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    
18.8%2
    
   
14
TYPE OF REPORTING PERSON
    
OO
    
   


2. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.

 
CUSIP No. G1991C105
SCHEDULE 13D
Page 4 of 6 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
    
8,088
    
   
8
SHARED VOTING POWER
    
8,374,880
    
   
9
SOLE DISPOSITIVE POWER
    
8,088
    
   
10
SHARED DISPOSITIVE POWER
    
8,374,880
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
8,382,968
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
☐
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    
18.9%3
    
   
14
TYPE OF REPORTING PERSON
    
IN
    
   


3. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.

 
CUSIP No. G1991C105
SCHEDULE 13D
Page 5 of 6 Pages
     

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to the Schedule 13D filed on January 31, 2018 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 4, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the ordinary shares, nominal value $0.01 per share (the “Shares”), of Cardtronics plc, a company organized under the laws of England and Wales (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D.

This Amendment No. 4 is being filed to report an increase in the Reporting Persons’ beneficial ownership percentage due to the acquisition of additional Shares by the Reporting Persons.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Item 5. The aggregate purchase price for the Subject Shares is approximately $189,612,155.69.

The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares (other than the Shares acquired by Mr. Braunstein upon the vesting of Restricted Stock United as described below) was derived from the respective capital of the HEC Funds.

Mr. Braunstein has acquired a total of 8,088 Shares between March 8, 2019 and March 11, 2020 upon the vesting of 8,088 of the Restricted Stock Units that were granted to him in his capacity as a director of the Issuer. 5,952 of the 14,040 Restricted Stock Units granted to Mr. Braunstein by the Issuer remain unvested and will convert into an equivalent number of Shares on March 9, 2021.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:

(a) and (b) The Reporting Persons beneficially own an aggregate of 8,382,968 Shares (the “Subject Shares”), of which 8,374,880 are owned by the HEC Funds and the remaining 8,088 are owned by Mr. Braunstein. The Subject Shares represent approximately 18.9% of the issued and outstanding Shares based on an aggregate of 44,463,034 Shares outstanding as of May 6, 2020, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.

(c) All transactions in the Shares effected during the past 60 days on behalf of a HEC Fund over which the Reporting Persons have investment discretion are set forth in and Exhibit 6 attached hereto and incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1           Joint Filing Agreement of the Reporting Persons*
Exhibit 2          Schedule of transactions effected during the last 60 days*
Exhibit 3          Schedule of transactions effected during the last 60 days*
Exhibit 4           Schedule of transactions effected during the last 60 days*
Exhibit 5           Schedule of transactions effected during the last 60 days*
Exhibit 6           Schedule of transactions effected during the last 60 days
* Previously Filed

CUSIP No. G1991C105
SCHEDULE 13D
Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 23, 2020
 
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
  
       
       







EX-99.6 2 he55020772-ex6.htm EXHIBIT 6 SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS

EXHIBIT 6
Schedule of Transactions in Shares
Together with Exhibit 6, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 pm, New York City time, on June 23, 2020. All such transactions were purchases effected in the open market, and the table includes commissions paid in per unit prices.

Cardtronics plc
Transaction Date
  
Transaction
  
Security
  
Shares Bought
  
Unit Cost
5/15/2020
  
Buy
  
Ordinary Shares
  
39,023
  
$18.941
6/19/2020
  
Buy
  
Ordinary Shares
  
133,474
  
$23.742
6/19/2020
  
Buy
  
Ordinary Shares
  
100
  
$23.24
6/23/2020
  
Buy
  
Ordinary Shares
  
75,350
  
$24.343
                 
1. The price reported in the Unit Cost column is a weighted average price. These Shares were purchased in multiple transactions through a broker-dealer at prices ranging from $18.63 to $19.05. Hudson Executive and the other Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the “SEC”), upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in this footnote.
2. The price reported in the Unit Cost column is a weighted average price. These Shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.25 to $24.25. Hudson Executive and the other Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in this footnote.
3. The price reported in the Unit Cost column is a weighted average price. These Shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.92 to $24.61. Hudson Executive and the other Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in this footnote.