Filing Details
- Accession Number:
- 0000945621-17-000022
- Form Type:
- 13D Filing
- Publication Date:
- 2017-01-25 07:51:54
- Filed By:
- Hudson Executive Capital
- Company:
- Cmc Materials Inc. (NASDAQ:CCMP)
- Filing Date:
- 2017-01-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hudson Executive Capital | 0 | 1,234,300 | 0 | 1,234,300 | 1,234,300 | EXCLUDES CERTAIN SHARES 5.0% |
| Douglas L. Braunstein | 0 | 1,234,300 | 0 | 1,234,300 | 1,234,300 | EXCLUDES CERTAIN SHARES 5.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________ )*
| Cabot Microelectronics Corporation |
| (Name of Issuer) |
| Common Stock, par value $0.001 |
| (Title of Class of Securities) |
| 12709P103 |
| (CUSIP Number) |
John F. Brown
Hudson Executive Capital LP
1185 Avenue of the Americas, 32nd Floor
New York, NY 10036
with a copy to:
David A. Vaughan
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| January 20, 2017 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 12709P103 | SCHEDULE 13D | Page 2 of 6 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Hudson Executive Capital LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 1,234,300 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,234,300 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,300 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 5.0%(1) | |
| 14 | TYPE OF REPORTING PERSON |
| PN, IA |
_______________________________
(1) Calculated based on 24,617,841 shares of common stock, par value $0.001 per share, of Cabot Microelectronics Corporation, outstanding as of October 31, 2016, as reported in its annual report on Form 10-K for the year ended September 30, 2016.
| CUSIP No. 12709P103 | SCHEDULE 13D | Page 3 of 6 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Douglas L. Braunstein | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 1,234,300 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,234,300 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,300 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 5.0%(2) | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
_______________________________
(2) Calculated based on 24,617,841 shares of common stock, par value $0.001 per share, of Cabot Microelectronics Corporation, outstanding as of October 31, 2016, as reported in its annual report on Form 10-K for the year ended September 30, 2016.
| CUSIP No. 12709P103 | SCHEDULE 13D | Page 4 of 6 Pages |
| | |
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Shares”), of Cabot Microelectronics Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 870 North Commons Drive, Aurora, IL 60504.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”) and Douglas L. Braunstein (together, the “Reporting Persons”).
(b) The principal business address of the Reporting Persons is c/o Hudson Executive Capital LP, 1185 Avenue of the Americas, 32nd Floor, New York, NY 10036.
(c) Hudson Executive’s principal business is to serve as investment advisor to certain affiliated investment funds (the “HEC Funds”). The principal occupation of Mr. Braunstein is to serve as the Managing Partner of Hudson Executive and the Managing Member of Hudson Executive’s general partner, HEC Management GP LLC, a Delaware limited liability company (the “Management GP”).
(d) Neither of the Reporting Persons, nor any of their officers or managing directors, have during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons, nor any of their officers or managing directors, have during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Hudson Executive is a Delaware limited partnership. Mr. Braunstein is a citizen of the United States. Management GP is a Delaware limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The responses to Items 4, 5 and 6 of this Schedule 13D, to the extent applicable, are incorporated herein by reference.
The Reporting Persons used the working capital of the HEC Funds to purchase the 585,300 Shares reported herein and to acquire the physically-settled call options referenced in Item 5. The total purchase price for the Shares reported herein was approximately $25,471,374 and the purchase price to acquire such call options was approximately $992,326.
The Reporting Persons may effect purchases of securities through margin accounts maintained for the HEC Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
| CUSIP No. 12709P103 | SCHEDULE 13D | Page 6 of 6 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 Power of attorney dated January 15, 2016 by Douglas L. Braunstein
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 25, 2017
| HUDSON EXECUTIVE CAPITAL LP | ||||
| By: HEC Management GP, LLC, its general partner | ||||
| By: | /s/ Douglas L. Braunstein* | | ||
| Name: Douglas L. Braunstein | ||||
| Title: Managing Member | ||||
| DOUGLAS L. BRAUNSTEIN | ||||
| By: | /s/ Douglas L. Braunstein* | | ||
| Douglas L. Braunstein | ||||
| | ||||
* by John F. Brown, attorney-in-fact