SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

________________________________

HEARTWARE INTERNATIONAL, INC.

(Name of Subject Company)

HEARTWARE INTERNATIONAL, INC.

(Name of Persons Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

422368100

(CUSIP Number of Class of Securities)

Lawrence J. Knopf

Senior Vice President, General Counsel and Secretary

HeartWare International, Inc.

500 Old Connecticut Path, Building A

Framingham, MA 01701

(508) 739-0950

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the persons filing statement)

Copies to:

Clare O’Brien

Robert M. Katz

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

(212) 848-4000

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9C consists of the following documents relating to the proposed acquisition of HeartWare International, Inc. (“HeartWare” or the “Company”), a Delaware corporation, pursuant to the terms of an Agreement and Plan of Merger dated as of June 27, 2016, among the Company, Medtronic, Inc. (“Parent”), a Minnesota corporation, and Medtronic Acquisition Corp. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent:

(i) a joint press release issued by the Company and Medtronic plc dated June 27, 2016, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference;

(ii) a form of message to the Company’s employees from Douglas Godshall, the Company’s President and Chief Executive Officer, first used or made available on June 27, 2016, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference; and

(iii) a form of message to the Company’s customers, first used or made available on June 27, 2016, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The information set forth under Items 1.01, 5.02, 5.03, 7.01, 8.01 and 9.01 of the Current Reports on Forms 8-K filed by HeartWare International, Inc. on June 27, 2016 (including all exhibits attached thereto) is incorporated herein by reference.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of HeartWare.  The tender offer for the outstanding common stock of HeartWare has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Parent with the U.S. Securities and Exchange Commission (SEC), and soon thereafter HeartWare will file a Solicitation / Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  HeartWare’s stockholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information.  HeartWare’s stockholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting HeartWare’s investor relations department at HeartWare International, Inc., 500 Old Connecticut Path, Framingham, MA 01701, Attention: Investor Relations.

Forward-Looking Statements

Certain statements in this Schedule 14D-9C may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the timing and anticipated completion of the proposed transaction; and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of HeartWare, and are subject to significant risks and uncertainties. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the outcome of the regulatory reviews of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; how many HeartWare stockholders tender their shares in the proposed transaction; the outcome of legal proceedings that may be instituted against HeartWare and/or others related to the proposed transaction; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the possibility that competing offers will be made; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; timing, progress and outcomes of clinical trials; regulatory submissions and quality compliance; and investigation, research and development activities.

Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and HeartWare undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.HeartWare does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC). HeartWare may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation those described in Part I, Item 1A. “Risk Factors” in HeartWare’s Annual Report on Form 10-K filed with the SEC. HeartWare may update risk factors from time to time in Part II, Item 1A. “Risk Factors” in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the SEC.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release issued by the Company and Medtronic plc dated June 27, 2016
99.2	Form of message to the Company’s employees from Douglas Godshall, the Company’s President and Chief Executive Officer, first used or made available on June 27, 2016
99.3	Form of message to the Company’s customers, first used or made available on June 27, 2016

EX-99.1

NEWS RELEASE

Medtronic Contacts:
Christopher Garland Public Relations +1-763-526-1621	Ryan Weispfenning Investor Relations +1-763-505-2696
HeartWare Contact: Christopher Taylor Investor Relations +1-508-739-0864

FOR IMMEDIATE RELEASE

MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO

WITH ACQUISITION OF HEARTWARE INTERNATIONAL

Extends Clinical and Commercial Leadership Into

Growing Circulatory Support Sector

DUBLIN and FRAMINGHAM, Mass. – June 27, 2016 – Medtronic plc (NYSE: MDT), the global leader in medical technology, and HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies for the treatment of advanced heart failure, today announced that the companies have entered into a definitive merger agreement under which Medtronic will acquire HeartWare in a transaction valued at approximately $1.1 billion. Under the terms of the agreement, Medtronic will commence a tender offer for all outstanding shares of HeartWare common stock for $58.00 per share, in cash. The boards of directors of both Medtronic and HeartWare have unanimously approved the transaction. The acquisition is expected to close during Medtronic’s second fiscal quarter ending Oct. 28, 2016, subject to the satisfaction of customary closing conditions.

Medtronic’s acquisition of HeartWare will expand Medtronic’s portfolio of diagnostic tools, therapies and services for patients suffering from heart failure, aligning with Medtronic’s Mission of alleviating pain, restoring health and extending life, and is in line with the Company’s strategy to surround the physician with innovative products while focusing on patients and disease states.

 HeartWare’s flagship product, the HVAD® System, features the world’s smallest full-support ventricular assist device (VAD) and is designed to reduce surgical invasiveness, improve patient recovery times and enhance patient outcomes. In addition, HeartWare has multiple technologies in development designed to offer progressively less-invasive mechanical circulatory support options for patients with end-stage heart failure. Medtronic estimates that the global VAD market is approximately $800 million currently and worldwide is expected to grow in the mid-to-high single digits for CY16-17, and accelerate to high-single/low-double digits beyond CY17.

“The addition of HeartWare’s innovative portfolio adds to our expanding portfolio of diagnostics, therapeutics and services that address heart failure patients,” said Mike Coyle, executive vice president and president of the Cardiac and Vascular Group at Medtronic. “The team at HeartWare has established excellent relationships with its hospital customers and built a strong position and reputation in the marketplace. This transaction, once closed, will be a further, important step toward Medtronic offering a complete suite of solutions to address patient needs across the heart failure care continuum.”

“Medtronic is the worldwide leader in cardiovascular device technologies. Its expansive expertise in the development of implantable systems and battery technologies, patient monitoring, manufacturing, global regulatory policy and commercialization should help accelerate the development and introduction of our innovative pipeline products, and will expand access to our therapies and offerings to the sizeable heart failure population,” said Doug Godshall, president and chief executive officer, HeartWare. “Combining the unique capabilities of the HeartWare team, which has been entirely focused on mechanical support technologies, with the broad strength of the Medtronic organization provides a unique opportunity to enhance growth in the mechanical circulatory support market. All of our stakeholders, including customers, employees, shareholders, and most importantly, patients, will benefit meaningfully from this complementary combination.”

Heart failure, also known as congestive heart failure, is a condition or a collection of symptoms in which the heart isn’t pumping enough blood to meet the body’s needs.Heart failure usually develops slowly after an injury to the heart. Some injuries may include a heart attack, too much strain on the heart due to years of untreated high blood pressure, or a diseased heart valve, among others. Heart failure remains a leading cause of hospitalization and death in the United States, and its prevalence continues to increase, affecting more than five million people in the U.S. alone. The cost of heart failure is high. Healthcare expenditures in the U.S. on heart failure are estimated to be approximately $39 billion per year, making it one of the largest expenses to the healthcare system. With the aging of the population, Medtronic estimates that the number of patients with heart failure could exceed eight million by 2030.

“HeartWare’s HVAD System enhances the portfolio of our Cardiac & Vascular Group, a team with a proven track record of executing and a demonstrated ability to scale early stage concepts into large, sustainable end markets,” said Omar Ishrak, chairman and chief executive officer of Medtronic. “In addition, from a financial perspective, we are pleased to reach an agreement that meets our acquisition criteria of adding minimal to no net EPS dilution in the near-term, while at the same time creating strong, long-term expected returns for our shareholders.”

This acquisition supports Medtronic’s therapy innovation strategic priority. In collaboration with leading clinicians, researchers and scientists worldwide, Medtronic offers the broadest range of innovative medical technology for the interventional and surgical treatment of cardiovascular disease and cardiac arrhythmias. The company strives to offer products and services that deliver clinical and economic value to healthcare consumers and providers around the world.

This transaction is expected to meet Medtronic’s long-term financial metrics for acquisitions. Medtronic does not intend to modify its fiscal year 2017 revenue outlook or earnings per share (EPS) guidance as a result of this transaction, although it is expected to provide increased confidence in the company’s ability to deliver on its FY17 revenue growth outlook. In addition, Medtronic expects minimal to no net EPS dilution from this transaction for the first two years as the company intends to offset the expected dilutive impact. The acquisition is expected to be earnings accretive in year three. Medtronic intends to report results from the acquired HeartWare business as part of its Cardiac Rhythm & Heart Failure division within the Cardiac & Vascular Group.

Medtronic’s financial advisor for the transaction is J.P. Morgan Securities LLC, with Ropes & Gray LLP acting as legal advisor. HeartWare’s financial advisor is Perella Weinberg Partners LP, with Shearman & Sterling LLP acting as legal advisor.

About HeartWare International

HeartWare International Inc. (www.HeartWare.com) develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients around the world suffering from advanced heart failure. Dedicated to developing new, minimally invasive technologies to revolutionize the treatment of patients with end-stage heart failure, HeartWare has multiple technologies in development to offer progressively less-invasive mechanical circulatory support options. HeartWare’s corporate headquarters are located in Framingham, Massachusetts, and the company has technology, operations, manufacturing and distribution centers in Miami Lakes, Florida; Arden Hills, Minnesota; and Hannover, Germany.

About Medtronic

Medtronic plc (www.medtronic.com), headquartered in Dublin, Ireland, is among the world’s largest medical technology, services and solutions companies – alleviating pain, restoring health and extending life for millions of people around the world. Medtronic employs more than 85,000 people worldwide, serving physicians, hospitals and patients in approximately 160 countries. The company is focused on collaborating with stakeholders around the world to take healthcare Further, Together.

Important additional information will be filed with the U.S. Securities and Exchange Commission

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of HeartWare stock. Medtronic’s subsidiary has not yet commenced the tender offer for shares of HeartWare’s stock described in this announcement. The tender offer will be followed by a second-step merger. Upon commencement of the tender offer, Medtronic will file with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer, HeartWare will file with the SEC a solicitation/recommendation statement on Schedule 14D-9. These documents will contain important information about Medtronic, HeartWare, the transaction and related matters. Investors and security holders are urged to read each of these documents carefully when they are available. Investors and security holders will be able to obtain free copies of the tender offer statement, the tender offer solicitation/recommendation statement and other documents filed with the SEC by Medtronic, its subsidiary and HeartWare through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain these documents by contacting the investor relations departments of Medtronic or HeartWare at their respective contact information included above or at investor.relations@medtronic.com or investors@HeartWare.com.

Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between Medtronic and HeartWare, the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, including meeting Medtronic’s long-term financial metrics for acquisitions, HeartWare’s products and product candidates, and other statements about Medtronic or HeartWare managements’ future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties such as those described in Medtronic’s and HeartWare’s periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results. Medtronic and HeartWare caution investors not to place considerable reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date of this document, and Medtronic and HeartWare undertake no obligation to update or revise any of these statements.

-end-

EX-99.2

HeartWare Colleagues,

This morning we announced significant and exciting news – Medtronic’s planned acquisition of HeartWare for approximately $1.1 billion.  This is a tremendous event for our company and represents a major opportunity for all of our stakeholders – our customers, shareholders, patients and you, our employees.

As the largest, most respected medical device company and global leader in cardiovascular device technologies, Medtronic does not require any introduction.  With today’s announcement, Medtronic moves forward in expanding its armamentarium of heart failure solutions to now reach the sizable population of patients with advanced heart failure.  This acquisition will provide Medtronic with a strategic entry into the growing mechanical circulatory support (MCS) field, and provide HeartWare with greater resources to help accelerate the development and introduction of our innovative pipeline of products.

Importantly, Medtronic has made it clear to me that this acquisition is as much about the expertise that they will be acquiring in our team as it is about the HVAD® System and our pipeline.  Maintaining and enhancing strong customer relationships, advancing enhancements to HVAD and progressing with the clinical development of the MVAD® System, CircuLite® and TETS are all extremely important to both organizations.

You – our employees – have built this company into what it is today.  The collective skills, knowledge, relationships, tenacity and entrepreneurial spirit that we have cultivated and applied as pioneers in MCS innovation over the past 15+ years, define us as a company and set us apart in the industry.  That is something that Medtronic recognizes and values and is the chief reason behind Medtronic’s decision to keep HeartWare as we know it today, substantially intact – allowing us to continue to do all of the things that we do best, but with Medtronic’s scale and resources behind us.  As part of the Medtronic family, we will have greater opportunity to bring our technologies to patients even faster and accelerate critical development programs – like the MVAD System and enhancements to the HVAD System – that will enable continued market leadership.

Through the efforts of a talented and passionate employee base, HeartWare has brought the revolutionary HVAD platform to thousands of patients around the world and has changed thousands of lives in the process.  With this next step in our evolution, we become even better positioned to serve thousands more in the coming years.

Practically speaking, the acquisition is subject to a tender offer process, and until that process is complete, we continue to operate as two separate, independent companies.  In the meantime, the HeartWare management team will continue to provide you with updates as appropriate, and as a company, we will all remain focused on our VAD business, performing at the highest level for the customers and patients who are relying on us.

I am grateful to each of you for building HeartWare into what it is today, and for the efforts that you have put into helping so many patients around the world.  I couldn’t be more optimistic about the future and look forward to speaking with you during a company-wide meeting and webcast hosted from Miami Lakes tomorrow.

Sincerely,

Doug

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of HeartWare.  The tender offer for the outstanding common stock of HeartWare has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Medtronic with the U.S. Securities and Exchange Commission (SEC), and soon thereafter HeartWare will file a Solicitation / Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  HeartWare’s stockholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information.  HeartWare’s stockholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting HeartWare’s investor relations department at HeartWare International, Inc., 500 Old Connecticut Path, Framingham, MA 01701, Attention: Investor Relations.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the timing and anticipated completion of the proposed transaction; and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of HeartWare, and are subject to significant risks and uncertainties. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the outcome of the regulatory reviews of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; how many HeartWare stockholders tender their shares in the proposed transaction; the outcome of legal proceedings that may be instituted against HeartWare and/or others related to the proposed transaction; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the possibility that competing offers will be made; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; timing, progress and outcomes of clinical trials; regulatory submissions and quality compliance; and investigation, research and development activities.

Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and HeartWare undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.  HeartWare does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC). HeartWare may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation those described in Part I, Item 1A. “Risk Factors” in HeartWare’s Annual Report on Form 10-K filed with the SEC. HeartWare may update risk factors from time to time in Part II, Item 1A. “Risk Factors” in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the SEC.

EX-99.3

June 27, 2016

Dear [ customer ]:

Earlier today, we announced in the attached joint press release, the exciting news of Medtronic’s planned acquisition of HeartWare.  This acquisition will provide Medtronic with a strategic entry into the growing mechanical circulatory support (MCS) field, and provide HeartWare with greater resources to help accelerate the development and introduction of our innovative pipeline of products.

As part of the Medtronic family of companies, we will continue to provide you with the highest caliber customer service and support that has become a hallmark of HeartWare.  For Medtronic, this acquisition is as much about the expertise that they will be acquiring in our team as it is about the HVAD® System and next-generation technologies.  Maintaining and enhancing strong customer relationships is the priority of both organizations, and we are pleased to assure you that we remain ready as always to serve you and the needs of your patients.

Combining the unique capabilities of the HeartWare team, which has been entirely focused on the development of mechanical support devices, with the broad strength of the Medtronic organization, provides a unique opportunity to enhance growth in end-stage heart failure therapies.  We have great confidence that you and your patients will benefit meaningfully from this complementary combination.

We want to assure you that all of your existing business relationships and practices with HeartWare will remain intact and uninterrupted during this time and beyond, and you should feel free to contact your HeartWare representatives as usual should you have any questions.

HeartWare and the HVAD System would not be what they are today without your trust, support and unwavering commitment to improving the lives of the patients we serve.  Our goal has always been to provide the best products and customer service in the industry.  And with the strength and resources of Medtronic behind us, we expect that we will only become better at what we do.  We thank you for your loyalty and ongoing support, and look forward to continued innovation and collaboration as we focus on advancing enhancements to the HVAD System and progressing with the clinical development of the MVAD® System, CircuLite® and Fully Implantable Systems.

We look forward to HeartWare’s future as part of Medtronic, but in the meantime, we commit to you to be your most focused, dedicated partner.  As always, feel free to contact us directly with any questions.

Sincerely,

Doug Godshall	Jim Schuermann
President & Chief Executive Officer	Senior Vice President, Sales & Marketing
Pedro Marques	Mike Ruger
Vice President of International Sales	Senior Director of North America

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of HeartWare.  The tender offer for the outstanding common stock of HeartWare has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Medtronic with the U.S. Securities and Exchange Commission (SEC), and soon thereafter HeartWare will file a Solicitation / Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  HeartWare’s stockholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information.  HeartWare’s stockholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting HeartWare’s investor relations department at HeartWare International, Inc., 500 Old Connecticut Path, Framingham, MA 01701, Attention: Investor Relations.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the timing and anticipated completion of the proposed transaction; and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of HeartWare, and are subject to significant risks and uncertainties. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the outcome of the regulatory reviews of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; how many HeartWare stockholders tender their shares in the proposed transaction; the outcome of legal proceedings that may be instituted against HeartWare and/or others related to the proposed transaction; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the possibility that competing offers will be made; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; timing, progress and outcomes of clinical trials; regulatory submissions and quality compliance; and investigation, research and development activities.

Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and HeartWare undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.  HeartWare does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC). HeartWare may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation those described in Part I, Item 1A. “Risk Factors” in HeartWare’s Annual Report on Form 10-K filed with the SEC. HeartWare may update risk factors from time to time in Part II, Item 1A. “Risk Factors” in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the SEC.