Amended Statement of Ownership (sc 13g/a)
February 12 2014 - 10:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1
(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
HeartWare
International, Inc.
(f/k/a HeartWare Limited)
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
422368100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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*
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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.
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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 (“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).
13G
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CUSIP No.
422368100
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Page
2
of
5
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Item 1(a).
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Name of Issuer
:
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HeartWare International, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
:
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205 Newbury Street,
Suite 101, Framingham, Massachusetts 01701
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Item 2(a).
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Names of Persons Filing
:
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Apple Tree Partners I, L.P. (the “Fund”);
Apple Tree Ventures I, LLC, which was the sole general partner of the Fund (the “GP”); and Seth L. Harrison (“Harrison”), who was the sole managing member of the GP. Each of the Fund and the GP has been liquidated. Each person
named in this paragraph is referred to herein as a “Reporting Person.”
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
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The address of the
principal business office of Harrison is 47 Hulfish Street, Suite 441, Princeton, New Jersey 08542. The Fund and the GP had the same principal business address.
The Fund and the GP were, respectively, a limited partnership and
limited liability company organized under the laws of the State of Delaware. Harrison is a United States citizen.
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Item 2(d).
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Title of Class of Securities
:
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Common Stock, par value $0.001 per share
(“Common Stock”).
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Item 2(e).
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CUSIP Number
:
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422368100
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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Not applicable.
Not applicable.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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As of December 31, 2013, the
Fund did not own any of the Issuer’s outstanding Common Stock. As a result, each Reporting Person has ceased to beneficially own five percent or more of the Issuer’s outstanding Common Stock.
13G
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CUSIP No.
422368100
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Page
3
of
5
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
Not applicable. This statement on Schedule 13G is not filed
pursuant to Rule
13d-1(b)
or Rule 13d-1(c).
13G
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CUSIP No.
422368100
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Page
4
of
5
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 2014
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APPLE TREE PARTNERS I, L.P.
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By:
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APPLE TREE VENTURES I, LLC
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General Partner
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By:
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/s/ Seth L. Harrison
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Seth L. Harrison
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Managing Member
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APPLE TREE VENTURES I, LLC
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By:
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/s/ Seth L. Harrison
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Seth L. Harrison
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Managing Member
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/s/ Seth L. Harrison
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Seth L. Harrison
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13G
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CUSIP No.
422368100
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Page
5
of
5
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AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of HeartWare International, Inc.
EXECUTED this 12th day of February, 2014
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APPLE TREE PARTNERS I, L.P.
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By:
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APPLE TREE VENTURES I, LLC
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General Partner
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By:
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/s/ Seth L. Harrison
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Seth L. Harrison
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Managing Member
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APPLE TREE VENTURES I, LLC
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By:
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/s/ Seth L. Harrison
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Seth L. Harrison
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Managing Member
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/s/ Seth L. Harrison
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Seth L. Harrison
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