DEFA14A 1 d573177ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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¨   Definitive Proxy Statement
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¨   Soliciting Material Pursuant to § 240.14a-12

ABIOMED, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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On July 3, 2013, we filed our definitive proxy statement for our annual meeting of stockholders to be held on August 14, 2013. Subsequent to the filing of our proxy statement, we learned that we inadvertently included outdated information in the section titled “Securities Beneficially Owned by Certain Persons” regarding the number of shares of our common stock beneficially owned by Henri Termeer. Below is an updated version of the section of the proxy statement titled “Securities Beneficially Owned by Certain Persons” that properly reflects the number of shares beneficially owned by Mr. Termeer:

SECURITIES BENEFICIALLY OWNED BY CERTAIN PERSONS

At the close of business on June 28, 2013, there were issued and outstanding 39,012,118 shares of our common stock entitled to cast 39,012,118 votes. On June 28, 2013, the closing price of our common stock as reported on the Nasdaq Global Market was $21.56 per share. The following table provides information, as of June 28, 2013, with respect to the beneficial ownership of our common stock by:

 

  •  

each person known by us to be the beneficial owner of five percent or more of our common stock;

 

  •  

each of our directors and nominees for director;

 

  •  

each of our executive officers named in the Summary Compensation Table under “Executive Compensation” above; and

 

  •  

all of our current directors and executive officers as a group.

This information is based upon information received from or on behalf of the individuals named therein.

 

Name(1)

    Outstanding      Right to
Acquire(2)		      Total      Percentage  

PRIMECAP Management Company (3)
225 South Lake Ave., #400
Pasadena, CA 91101

      5,297,690         —          5,297,690         13.58 % 

Delaware Management Business Trust (4)
2005 Market Street
Philadelphia, PA 19103

      4,823,265         —          4,823,265         12.36 % 

Martin P. Sutter (5)

      3,232,216         59,555         3,291,771         8.42 % 

Essex Woodlands Health Ventures (6)
21 Waterway Avenue, Suite 225
The Woodlands, TX 77380

      3,150,000         —          3,150,000         8.07 % 

Blackrock, Inc. (7)
40 East 52nd Street
New York, NY 10022

      2,842,635         —          2,842,635         7.29 % 

The Vanguard Group, Inc. (8)
100 Vanguard Blvd.
Malvern, PA 19355

      2,448,273         —          2,448,273         6.28 % 

William Blair & Company, LLC (9)
222 West Adams Street
Chicago, IL 60606

      2,202,009         —          2,202,009         5.64 % 

Michael R. Minogue (10)

      39,387         725,516         764,903         1.92 % 

Henri A. Termeer

      272,641         81,555         354,196         *   

 

Name(1)

    Outstanding      Right to
Acquire(2)		      Total      Percentage  

David M. Weber

      47,403         285,250         332,653         *   

William J. Bolt

      30,145         163,166         193,311         *   

Robert L. Bowen (10)

      15,860         154,785         170,645         *   

W. Gerald Austen

      70,200         36,000         106,200         *   

Dorothy E. Puhy

      37,432         76,055         113,487         *   

Michael Howley (10)

      17,691         123,750         141,441         *   

Louis E. Lataif

      9,807         80,555         90,362         *   

Paul Thomas

      1,778         18,555         20,333         *   

All executive officers and directors as a group
(12 persons) (5)(10)(11)

      3,785,357         1,992,492         5,777,849         14.09 % 

 

* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole voting and investment power over the shares listed.
(2) Includes options that will become exercisable within 60 days of June 28, 2013.
(3) Based on information provided in a Schedule 13G filed by PRIMECAP Management Company on February 14, 2013. PRIMECAP Management Company has sole voting power with respect to 4,135,573 shares and sole dispositive power with respect to 5,297,690 shares.
(4) Based on information provided in a Schedule 13G filed jointly on February 14, 2013 by Macquarie Group Limited, Macquarie Bank Limited, Delaware Management Holdings Inc. and Delaware Management Business Trust. Delaware Management Business Trust has sole voting and dispositive power with respect to 4,823,265 shares. Delaware Management Holdings Inc. is the deemed beneficial owner of the shares due to its ownership of Delaware Management Business Trust. Macquarie Group Limited is the deemed beneficial owner of the shares due to its ownership of Macquarie Bank Limited, Delaware Management Holdings Inc. and Delaware Management Business Trust. Macquarie Bank Limited is the deemed beneficial owner of the shares due to its ownership of Delaware Management Holdings Inc. and Delaware Management Business Trust.
(5) Includes 3,150,000 shares held by Essex Woodlands Health Ventures. Mr. Sutter is a managing director of Essex Woodlands Health Ventures. See footnote 7.
(6) Based on information provided in a Schedule 13G on December 29, 2011, these securities are held by Essex Woodlands Health Ventures Fund VI, L.P. (“Essex VI”), Essex Woodlands Health Ventures Fund VII, L.P. (“Essex VII”), Essex Woodlands Health Ventures VI, L.P., the general partner of Essex VI (“Essex VI GP”), Essex Woodlands Health Ventures VII, L.P., the general partner of Essex VII (“Essex VII GP”), Essex Woodlands Health Ventures VI, L.L.C., the general partner of Essex VI GP (“Essex VI General Partner”), Essex Woodlands Health Ventures VII, L.L.C., the general partner of Essex VII GP (“Essex VII General Partner”), and James L. Currie, Ron Eastman, Jeff Himawan, Guido Neels, Martin P. Sutter, Immanuel Thangaraj and Petri Vainio (each, a “Manager” and collectively, the “Managers”). Each of Essex VI, Essex VI GP and Essex VI General Partner is deemed to have sole voting and investment power with respect to 946,818 shares. Each of Essex VII, Essex VII GP and Essex VII General Partner is deemed to have sole voting and investment power with respect to 2,203,182 shares. Each of the Managers except Ron Eastman and Guido Neels is deemed to have shared voting and investment power with respect to 3,150,000 shares. Ron Eastman and Guido Neels are each deemed to have shared voting and investment power with respect to 2,203,182 shares.
(7) Based on information provided in a Schedule 13G filed by Blackrock, Inc. on January 30, 2013. Blackrock Inc. has sole voting and dispositive power with respect to 2,842,635 shares.
(8) Based on information provided in a Schedule 13G filed by The Vanguard Group, Inc. on February 22, 2013, in its capacity as investment adviser. Includes 49,447 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., as a result of its serving as investment manager of collective trust accounts and 1,900 shares beneficially owned Vanguard Investments Australia, Ltd, a wholly owned subsidiary of The Vanguard Group, Inc., a wholly owned subsidiary of The Vanguard Group, Inc., as a result of its serving as an investment manager. The Vanguard Group, Inc. has sole voting power with respect to 51,347 shares, sole dispositive power with respect to 2,448,273 shares and shares dispositive power with respect to 49,447 shares.

(9) Based on information provided in a Schedule 13G filed by William Blair & Company, LLC on February 4, 2013, in its capacity as investment adviser. William Blair & Company, LLC has sole voting and dispositive power with respect to 2,202,009 shares.
(10) Includes shares beneficially owned in the Abiomed Retirement Savings Plan.
(11) Includes 10,797 shares beneficially owned by Andrew Greenfield and 187,750 shares subject to currently exercisable options held by Andrew Greenfield (including options that will become exercisable within 60 days of June 28, 2013).