Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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Cardtronics plc
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(Name of Issuer)
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Ordinary Shares, nominal value $0.01 per share
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(Title of Class of Securities)
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G1991C105
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(CUSIP Number)
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Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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Copies to:
Richard M. Brand
Daniel P. Raglan
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
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June 19, 2020
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 disclosures provided in a prior cover page.
The information required on 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
(“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).
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 2 of 6 Pages
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|||||||
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1
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NAME OF REPORTING PERSONS
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||||||||
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Hudson Executive Capital LP
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|||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||||||
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(b)
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☐
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||||||||
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3
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SEC USE ONLY
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||||||||
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4
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SOURCE OF FUNDS
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||||||||
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OO
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|||||||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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|||||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||||||
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Delaware
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|||||||||
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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|||||||
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0
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|||||||||
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8
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SHARED VOTING POWER
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||||||||
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8,374,880
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9
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SOLE DISPOSITIVE POWER
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||||||||
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0
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|||||||||
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10
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SHARED DISPOSITIVE POWER
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||||||||
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8,374,880
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|||||||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||||||
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8,374,880
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|||||||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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|||||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||||||
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18.8%1
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14
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TYPE OF REPORTING PERSON
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||||||||
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PN, IA
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1. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSONS
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HEC Management GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||||||
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(b)
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☐
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||||||||
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3
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SEC USE ONLY
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||||||||
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4
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SOURCE OF FUNDS
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||||||||
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OO
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|||||||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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|||||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||||||
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Delaware
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|||||||||
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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|||||||
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0
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|||||||||
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8
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SHARED VOTING POWER
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||||||||
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8,374,880
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9
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SOLE DISPOSITIVE POWER
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||||||||
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0
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|||||||||
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10
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SHARED DISPOSITIVE POWER
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8,374,880
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|||||||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||||||
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8,374,880
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.8%2
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|||||||||
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14
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TYPE OF REPORTING PERSON
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||||||||
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OO
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|||||||||
2. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 4 of 6 Pages
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1
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NAME OF REPORTING PERSONS
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Douglas L. Braunstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||||||
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(b)
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☐
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||||||||
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3
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SEC USE ONLY
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||||||||
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4
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SOURCE OF FUNDS
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||||||||
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OO
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|||||||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8,088
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8
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SHARED VOTING POWER
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8,374,880
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9
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SOLE DISPOSITIVE POWER
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8,088
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10
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SHARED DISPOSITIVE POWER
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8,374,880
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,382,968
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.9%3
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14
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TYPE OF REPORTING PERSON
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IN
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3. The percentage calculations herein are based upon an aggregate of 44,463,034 ordinary shares, nominal value $0.01 per share, of Cardtronics plc, outstanding as of
May 6, 2020, as reported in Cardtronics plc’s quarterly report on Form 10-Q for the quarter ended March 31, 2020.
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 5 of 6 Pages
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This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to the Schedule 13D filed on January 31, 2018 (the “Initial
13D” and, as amended and supplemented through the date of this Amendment No. 4, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the ordinary shares, nominal value $0.01 per
share (the “Shares”), of Cardtronics plc, a company organized under the laws of England and Wales (the “Issuer”). Capitalized terms used but not defined in this
Amendment No. 4 shall have the meanings set forth in the Schedule 13D.
This Amendment No. 4 is being filed to report an increase in the Reporting Persons’ beneficial ownership percentage due to the acquisition of additional Shares by the Reporting Persons.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Except as specifically amended by this Amendment
No. 4, the Schedule 13D is unchanged.
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Item 5. The aggregate purchase price for the Subject Shares is approximately
$189,612,155.69.
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares (other than the Shares acquired by Mr. Braunstein upon the
vesting of Restricted Stock United as described below) was derived from the respective capital of the HEC Funds.
Mr. Braunstein has acquired a total of 8,088 Shares between March 8, 2019 and March 11, 2020 upon the vesting of 8,088 of the Restricted Stock Units that were granted to him in his capacity as a
director of the Issuer. 5,952 of the 14,040 Restricted Stock Units granted to Mr. Braunstein by the Issuer remain unvested and will convert into an equivalent number of Shares on March 9, 2021.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:
(a) and (b) The Reporting Persons beneficially own an aggregate of 8,382,968 Shares (the “Subject Shares”), of which 8,374,880 are owned by the HEC Funds and
the remaining 8,088 are owned by Mr. Braunstein. The Subject Shares represent approximately 18.9% of the issued and outstanding Shares based on an aggregate of 44,463,034 Shares outstanding as of May 6, 2020, as reported in the Issuer’s quarterly
report on Form 10-Q for the quarter ended March 31, 2020.
(c) All transactions in the Shares effected during the past 60 days on behalf of a HEC Fund over which the Reporting Persons have investment discretion are set forth in and Exhibit 6
attached hereto and incorporated herein by reference.
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 Schedule of transactions effected during the last 60 days*
Exhibit 4 Schedule of transactions effected during the last 60 days*
Exhibit 4 Schedule of transactions effected during the last 60 days*
Exhibit 5 Schedule of transactions effected
during the last 60 days*
Exhibit 6 Schedule
of transactions effected during the last 60 days
* Previously Filed
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CUSIP No. G1991C105
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SCHEDULE 13D
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Page 6 of 6 Pages
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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: June 23, 2020
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HUDSON EXECUTIVE CAPITAL LP
By: HEC Management GP, LLC, its general partner
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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HEC MANAGEMENT GP, LLC
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By:
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/s/ Douglas L. Braunstein
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Name: Douglas L. Braunstein
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Title: Managing Member
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DOUGLAS L. BRAUNSTEIN
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By:
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/s/ Douglas L. Braunstein
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Douglas L. Braunstein
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