Filing Details

 

1. The percentage calculations herein are based upon an aggregate of 45,924,163 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of April 30, 2018, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2018.

 

2. The percentage calculations herein are based upon an aggregate of 45,924,163 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of April 30, 2018, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2018.

 

 

 

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This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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. 3, 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. 3 shall have the meanings set forth in the Schedule 13D.

 

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. 3, the Schedule 13D is unchanged.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

On June 21, 2018, the Issuer announced that the Board appointed Douglas L. Braunstein as a director.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) and (b) The Reporting Persons beneficially own an aggregate of 8,046,835 Shares (the “Subject Shares”). The Subject Shares represent approximately 17.5% of the issued and outstanding Shares based on an aggregate of 45,924,163 Shares outstanding as of April 30, 2018, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2018.

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.

Management GP, as the general partner of Hudson Executive, 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 his role with respect to Hudson Executive and Management GP, Mr. Braunstein 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 of Mr. Braunstein, Management GP and Hudson Executive 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 4 and Exhibit 5 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 Subject Shares.

(e) Not applicable.

* Previously Filed

 

 

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 21, 2018