SEC Form 4 · accession 0001140361-18-029644
Cardtronics plc · CATM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Douglas L Braunstein
10% Owner
Hudson Executive Capital LP
Director · 10% Owner
HEC Management GP LLC
10% Owner
Period of report
Jun 20, 2018
Accepted (ET)
Jun 22, 2018 · 5:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001671013
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3,F4,F5,F6 | — | Jun 20, 2018 | A | 3,810 | A | — | — | Ordinary Shares | 3,810 | 3,810 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Cardtronics ordinary shares.
- F2Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director for the Company in 2018. The forfeiture restrictions on the units shall lapse on March 8, 2019, and each restricted stock unit will convert into one share of Cardtronics ordinary shares at that time. In the event that Mr. Braunstein's service as a director ends prior to such date, the units will be forfeited back to the Company.
- F3In addition to Hudson Executive, this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
- F4Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.
- F5Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F6Mr. Braunstein, a member of the board of directors of the Issuer of the Subject Securities, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.