SEC Form 4 · accession 0001567619-18-000430
Cardtronics plc · CATM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Douglas L Braunstein
Director · 10% Owner
Hudson Executive Capital LP
Director · 10% Owner
HEC Management GP LLC
Director · 10% Owner
Period of report
Aug 8, 2018
Accepted (ET)
Aug 10, 2018 · 5:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001671013
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3,F4,F5 | Aug 8, 2018 | P | 12,850 | $29.73 | A | 8,059,685 | I | See footnotes |
| Ordinary SharesF6,F2,F3,F4,F5 | Aug 10, 2018 | P | 12,350 | $30.22 | A | 8,072,035 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $29.50 to $29.97. Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive") and the other Reporting Persons undertake to provide Cardtronics plc, any security holder of Cardtronics plc, 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 footnote 1 and footnote 6 to this Form 4.
- F2In 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").
- F3Hudson 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.
- F4Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5Mr. 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.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $30.00 to $30.42.