Page 5 of 8 – SEC Filing This amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on January 24, 2017 (the “Original Schedule 13D”, as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”) by (i) Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”); (ii) HEC Management GP LLC, a Delaware limited liability company (“Management GP”); and (iii) Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the “Reporting Persons”) relating to the common stock, par value $.001 per share (the “Shares”), of AtriCure, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meaning set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged. ITEM 1. SECURITY AND ISSUER The second paragraph of Item 1 of this Schedule 13D is amended and restated in its entirety as follows: “The Reporting Persons (as defined below) beneficially own an aggregate of 1,882,494 Shares (the “Subject Shares”). The Subject Shares represent approximately 4.98% of the issued and outstanding Shares based on 37,812,869 Shares outstanding as of the completion of the Issuer’s offering of common stock on or about October 10, 2018, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5) on October 5, 2018.” ITEM 2. IDENTITY AND BACKGROUND Item 2(b) of this Schedule 13D is amended and restated in its entirety as follows: “(b) The principal business address of the Reporting Persons is c/o Hudson Executive Capital LP, 570 Lexington Avenue, New York, NY 10022.” ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of this Schedule 13D is amended and restated in its entirety as follows: “As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the 1,882,494 Subject Shares is $29,849,123.70. The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the respective capital of the HEC Funds.” ITEM 4. PURPOSE OF TRANSACTION Item 4 of this Schedule 13D is amended and supplemented by adding the following information as the final paragraph of Item 4: “The Issuer filed a prospectus supplement pursuant to Rule 424(b)(5) on October 5, 2018 reporting on a common stock offering of 2,500,000 Shares expected to close on or about October 10, 2018. As a result of this offering and the sale by the Reporting Persons, on behalf of Hudson Executive, of certain Shares for portfolio management purposes, the beneficial ownership of the Reporting Persons fell to below 5% of the outstanding Shares of the Issuer. The trades are set forth in Exhibit 4.” Follow Atricure Inc. (NASDAQ:ATRC)
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This amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on January 24, 2017 (the “Original Schedule 13D”, as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”) by (i) Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”); (ii) HEC Management GP LLC, a Delaware limited liability company (“Management GP”); and (iii) Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the “Reporting Persons”) relating to the common stock, par value $.001 per share (the “Shares”), of AtriCure, Inc., a Delaware corporation (the “Issuer”).
Capitalized terms used but not defined in this Amendment No. 2 shall have the meaning set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.
ITEM 1. SECURITY AND ISSUER
The second paragraph of Item 1 of this Schedule 13D is amended and restated in its entirety as follows:
“The Reporting Persons (as defined below) beneficially own an aggregate of 1,882,494 Shares (the “Subject Shares”). The Subject Shares represent approximately 4.98% of the issued and outstanding Shares based on 37,812,869 Shares outstanding as of the completion of the Issuer’s offering of common stock on or about October 10, 2018, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5) on October 5, 2018.”
ITEM 2. IDENTITY AND BACKGROUND
Item 2(b) of this Schedule 13D is amended and restated in its entirety as follows:
“(b) The principal business address of the Reporting Persons is c/o Hudson Executive Capital LP, 570 Lexington Avenue, New York, NY 10022.”
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of this Schedule 13D is amended and restated in its entirety as follows:
“As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the 1,882,494 Subject Shares is $29,849,123.70.
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the respective capital of the HEC Funds.”
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended and supplemented by adding the following information as the final paragraph of Item 4:
“The Issuer filed a prospectus supplement pursuant to Rule 424(b)(5) on October 5, 2018 reporting on a common stock offering of 2,500,000 Shares expected to close on or about October 10, 2018. As a result of this offering and the sale by the Reporting Persons, on behalf of Hudson Executive, of certain Shares for portfolio management purposes, the beneficial ownership of the Reporting Persons fell to below 5% of the outstanding Shares of the Issuer. The trades are set forth in Exhibit 4.”
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