Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 9:37AM
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 RULE 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. _1_)*
Cardiovascular
Systems, Inc.
(Name of Issuer)
Common
Stock, Par Value $0.001
(Title of Class of Securities)
141619106
(CUSIP Number)
December
31, 2017
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 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.
141619106
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13G
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Page
2 of 5 Pages
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1
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NAMES
OF REPORTING PERSONS
Brown
Capital Management, 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) [ ]
(b) [ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Maryland
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
1,597,675
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6
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SHARED
VOTING POWER
None
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7
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SOLE
DISPOSITIVE POWER
2,659,509
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8
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SHARED
DISPOSITIVE POWER
None
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,659,509
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.79%
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12
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TYPE
OF REPORTING PERSON
IA
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CUSIP NO.
141619106
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer:
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Cardiovascular Systems, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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1225 Old Highway 8 Northwest
St. Paul, Minnesota 55112-6416
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Item 2.
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(a)
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Name of Person Filing:
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Brown Capital Management, LLC
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(b)
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Address of Principal Business Office or, if None, Residence:
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1201 N. Calvert Street
Baltimore, Maryland 21202
Brown Capital Management, LLC is a Maryland Limited
Liability Company
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(d)
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Title of Class of Securities:
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Common Stock, Par Value $0.001
141619106
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ x]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP NO.
141619106
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13G
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Page 4 of 5 Pages
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(a)
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Amount beneficially owned:
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2,659,509
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(b)
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Percent of class:
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7.79%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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1,597,675
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(ii)
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Shared power to vote or to direct the vote:
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None
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(iii)
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Sole power to dispose or to direct the disposition of:
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2,659,509
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(iv)
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Shared power to dispose or to direct the disposition of:
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None
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ]
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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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All of the shares of Common Stock
set forth in Item 4 are owned by various investment advisory clients of Brown Capital Management, LLC, which is deemed to be a
beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to it discretionary power
to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other
than Brown Capital Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of the shares. No individual client holds more than five percent of the class.
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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 or Control Person.
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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
CUSIP NO.
141619106
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13G
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Page 5 of 5 Pages
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
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.
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Brown Capital Management, LLC
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By:
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/s/ Eddie C. Brown
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Name:
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Eddie C. Brown
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Title:
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CEO
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Date:
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February 14, 2018
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