Cardtronics plc
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(Name of Issuer)
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Ordinary Shares, nominal value $0.01 per share
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(Title of Class of Securities)
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G1991C105
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(CUSIP Number)
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Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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Copies to:
Richard M. Brand
Andrew P. Alin
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
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|
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April 27, 2018
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSONS
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||||
Hudson Executive Capital LP
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
|
||
(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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||||
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||||
4
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SOURCE OF FUNDS
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||
OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
|
|
|
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0
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|||
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||||
8
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SHARED VOTING POWER
|
|
|
||
7,903,835
|
|
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|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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||
7,903,835
|
|
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
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||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.2%1
|
|
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|||
|
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||||
14
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TYPE OF REPORTING PERSON
|
|
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||
PN, IA
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|||
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CUSIP No. G1991C105
|
SCHEDULE 13D
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
|
|
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||
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|
||||
HEC Management GP LLC
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|
|
|||
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
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.2%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)
|
|
☐
|
||
ITEM 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
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,903,835
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.2%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
|
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
|
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 | |||
Transaction Date
|
|
Transaction
|
|
Security
|
|
Shares Bought
|
|
Unit Cost
|
4/20/2018
|
|
Buy
|
|
Ordinary Shares
|
|
350,500
|
|
$25.431
|
4/26/2018
|
Buy
|
Ordinary Shares
|
85,000
|
$25.912
|
||||
4/27/2018
|
Buy
|
Ordinary Shares
|
122,150
|
$25.953
|
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 $25.10 to $25.62. 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, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in footnotes 1, 2, and 3.
|
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 $25.77 to $26.09.
|
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 price ranging from $25.69 to $26.07.
|