HNSN Hansen Medical, Inc. (MM)

This Amendment No. 1 (this “Amendment”) to Schedule 13D filed on April 29, 2016 (the “Schedule 13D”) is being filed by Auris Surgical Robotics, Inc., a Delaware corporation (“Auris”), and relates to an Agreement and Plan of Merger, dated as of April 19, 2016 (the “Merger Agreement”), among Auris, Pineco Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Auris (“Acquisition Sub”), and Hansen Medical, Inc., a Delaware corporation (“Hansen”). Pursuant to the Merger Agreement, on July 27, 2016 (the “Effective Date”), Acquisition Sub merged with and into Hansen and Hansen became a wholly-owned subsidiary of Auris (the “Merger”). Upon the consummation of the Merger, all shares of Hansen common stock issued and outstanding immediately prior to the effective time of the Merger were cancelled, and each outstanding share of common stock of Acquisition Sub was converted into one share of common stock, par value $0.001 per share, of Hansen as the surviving corporation of the Merger.

Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended such that information about Acquisition Sub is removed from Item 2. As a result of the Merger, Acquisition Sub is no longer a reporting person.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The total consideration paid by Auris in connection with the Merger was approximately $76 million, subject to the Investment Agreement (as defined in the Merger Agreement). All of the cash consideration paid in connection with the Merger was provided from Auris’s cash on hand.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On the Effective Date, Auris, Acquisition Sub and Hansen consummated the Merger and the other transactions contemplated by the Merger Agreement. As a result, the Voting Agreement and the proxy granted to certain officers of Auris pursuant to the Voting Agreement terminated on the Effective Date. As a result of the Merger, Hansen is now a wholly-owned subsidiary of Auris. The Nasdaq Stock Market (“Nasdaq”) has filed an application on Form 25 with the Securities and Exchange Commission to remove Hansen’s common stock from listing on Nasdaq and withdraw registration of Hansen’s common stock under Section 12(b) of the Exchange Act. Registration of Hansen’s common stock under the Exchange Act will be terminated, and Hansen’s reporting obligations under the Exchange Act will be suspended.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) Items 7 through 13 of the cover page to this Amendment are incorporated herein by reference.

(c) Except for the transactions described in the preamble to this Amendment and in Item 4, neither Auris nor, to the knowledge of Auris, any of Auris’s executive officers and directors has effected any transactions in Hansen’s common stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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: August 5, 2016