HEC Management GP LLC

SEC source: 0001104659-24-026192 · tm246828-1_4seq1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,270,694

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through a broker-dealer at prices ranging from $6.22 to $6.53, inclusive. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001104659-24-026192 · tm246828-1_4seq1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,361,276

F1 · kind: This filing reports in-kind distribution of Issuer shares to the limited partners of special purpose vehicle HEC SPV IV LP. No consideration was paid in connection with these distributions. To further facilitate the return of capital to those limited partners, the Reporting Persons (defined below) sold 90,582 Issuer shares, including certain legended shares, and intent to distribute the net proceeds from those sales to the limited partners. The Reporting Persons have no current plans to sell any other shares of this Issuer but reserve their right to do so in their discretion.

F1 · price: This filing reports in-kind distribution of Issuer shares to the limited partners of special purpose vehicle HEC SPV IV LP. No consideration was paid in connection with these distributions. To further facilitate the return of capital to those limited partners, the Reporting Persons (defined below) sold 90,582 Issuer shares, including certain legended shares, and intent to distribute the net proceeds from those sales to the limited partners. The Reporting Persons have no current plans to sell any other shares of this Issuer but reserve their right to do so in their discretion.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-22-011707 · doc1.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,245,860

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $4.75 to $4.85. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-22-011707 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,227,920

F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $4.37 to $4.50. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-22-011707 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,168,615

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $4.35 to $4.60. The Reporting Persons (as defined below) undertake to provide Cantaloupe, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-022629 · doc1.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,102,400

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.95 to $8.02. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-022629 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,082,400

F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.93 to $8.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-022629 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,027,119

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $8.05 to $8.15. The Reporting Persons (as defined below) undertake to provide Cantaloupe, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-021128 · doc1.xml · nonDerivative · entry 1

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,340,600

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $1.98 to $2.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: Hudson Executive Capital LP ("Hudson Executive"), as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). HEC Management GP LLC ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act.

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-018745 · doc1.xml · nonDerivative · entry 1

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,384

F1 · shares: Consists of restricted stock units ("RSUs") awared to Douglas L. Braunstein in connection with his service as Chairman and Director of Talkspace, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in four equal annual installments beginning on June 22, 2022. These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.

SEC source: 0000899243-21-033194 · doc4.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,980,600

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.15 to $5.40. The Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F4 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F5 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F6 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-033194 · doc4.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,838,100

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.14 to $5.29. The Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F4 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F5 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F6 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-033194 · doc4.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,792,100

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.08 to $5.20. The Reporting Persons (defined below) undertake to provide Talkspace, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F4 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F5 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F6 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-21-010249 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,015

F1 · balance_after: Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The RSUs vest and become exercisable on the first anniversary of the date of the grant subject to continued service (as defined in Cantaloupe, Inc.'s 2018 Equity Incentive Plan), with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement.

F2 · ownership.direct: These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.

SEC source: 0001567619-21-006121 · doc1.xml · derivative · entry 4

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,491

Underlying: Ordinary Shares · 3,491 shares

Expires not disclosed

F7 · derivative.exercise_price: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director for the Company for the next 12 months. The forfeiture restrictions on the units shall lapse on March 9, 2022, and each Restricted Stock Unit will convert into one share of Cardtronics common stock at that time. In the event that Mr. Braunstein's service as a director ends prior to such date, the units will be forfeited back to the Company.

F7 · price: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director for the Company for the next 12 months. The forfeiture restrictions on the units shall lapse on March 9, 2022, and each Restricted Stock Unit will convert into one share of Cardtronics common stock at that time. In the event that Mr. Braunstein's service as a director ends prior to such date, the units will be forfeited back to the Company.

F7 · derivative.exercise_date: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director for the Company for the next 12 months. The forfeiture restrictions on the units shall lapse on March 9, 2022, and each Restricted Stock Unit will convert into one share of Cardtronics common stock at that time. In the event that Mr. Braunstein's service as a director ends prior to such date, the units will be forfeited back to the Company.

F7 · derivative.expiration_date: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director for the Company for the next 12 months. The forfeiture restrictions on the units shall lapse on March 9, 2022, and each Restricted Stock Unit will convert into one share of Cardtronics common stock at that time. In the event that Mr. Braunstein's service as a director ends prior to such date, the units will be forfeited back to the Company.

F2 · ownership.nature: These securities are directly owned by Mr. Braunstein in his capacity as a director of the Issuer. The other Reporting Persons included in this Form 4 do not have any pecuniary interest therein.

SEC source: 0001567619-21-006121 · doc1.xml · derivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Ordinary Shares · 5,952 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted Stock Units awarded on March 31, 2020. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · price: Restricted Stock Units awarded on March 31, 2020. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · derivative.exercise_date: Restricted Stock Units awarded on March 31, 2020. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · derivative.expiration_date: Restricted Stock Units awarded on March 31, 2020. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F2 · ownership.nature: These securities are directly owned by Mr. Braunstein in his capacity as a director of the Issuer. The other Reporting Persons included in this Form 4 do not have any pecuniary interest therein.

SEC source: 0001567619-21-006121 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 14,040

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted Stock Units awarded on March 31, 2020. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F2 · ownership.nature: These securities are directly owned by Mr. Braunstein in his capacity as a director of the Issuer. The other Reporting Persons included in this Form 4 do not have any pecuniary interest therein.

SEC source: 0001567619-21-005039 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,995,765

F1 · ownership.nature: In addition to Hudson Executive, this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-20-012857 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,020,765

F1 · price: The shares of common stock were issued to funds managed by Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), by the Issuer in satisfaction of the reimbursement of $4,500,000 of the third party costs and expenses incurred by Hudson Executive in connection with its proxy solicitation. The issuance was effected pursuant to Rule 16b-3, the result of which is that such acquisition is exempt from the provisions of Section 16(b) and the rules promulgated thereunder.

F2 · ownership.nature: In addition to Hudson Executive, this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0000914121-20-002305 · ownership.xml · nonDerivative · entry 4

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,644,880

F8 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.18 to $23.39. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0000914121-20-002305 · ownership.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,620,680

F7 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $22.12 to $23.10. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0000914121-20-002305 · ownership.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,474,880

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $24.71 to $24.75. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0000914121-20-002305 · ownership.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,473,360

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.65 to $24.46. The Reporting Persons (defined below) undertake to provide Cardtronics plc (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-012517 · doc1.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,374,880

F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.92 to $24.61. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-012517 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,299,530

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-012517 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,299,430

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $23.25 to $24.25. The Reporting Persons (defined below) undertake to provide Cardtronics plc (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-011055 · doc1.xml · derivative · entry 1

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,000

Underlying: Common Stock · 120,000 shares

Expires 2027-05-06

F1 · date: The option grant was approved by the Issuer's Board of Directors on May 6, 2020, subject to shareholder approval of an amendment to the Issuer's 2018 Equity Incentive Plan, under which the options were granted. Such shareholder approval was obtained at the Company's Annual Meeting of Shareholders, held on May 21, 2020.

F2 · derivative.exercise_date: The options vest and become exercisable as follows: (i) ? of the options vest on the first anniversary of the date of grant subject to continued service, with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement, and (ii) the remaining ? of the options vest in equal quarterly installments on the three anniversaries following the initial vesting date subject to continued service.

F3 · ownership.direct: These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4, Hudson Executive Capital LP, a Delaware limited partnership, and HEC Management GP LLC, a Delaware limited liability company, do not have beneficial ownership of such securities. Each of the Reporting Persons disclaims any beneficial ownership of any of the securities reported on this Form 4, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-20-010763 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,165,956

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $18.63 to $19.05. The Reporting Persons (defined below) undertake to provide Cardtronics plc (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Issuer, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-009505 · doc1.xml · derivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 4,377,600 shares

Expires 2020-08-21

F1 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-20-009505 · doc1.xml · derivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 4,377,600 shares

Expires 2020-08-21

F4 · kind: Order executed by the Reporting Persons to close out the outstanding short call option (obligation to sell) for 4,377,600 shares of common stock of Tivity Health, Inc., as reported by the Reporting Persons on a Form 3 filed with the Securities and Exchange Commission on March 13, 2020.

F1 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-20-009505 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,795,310

F1 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-20-009355 · doc1.xml · nonDerivative · entry 1

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,409

F1 · shares: Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The RSUs vest and become exercisable on the first anniversary of the date of the grant subject to continued service, with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement.

F2 · ownership.direct: These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.

SEC source: 0001567619-20-007433 · doc1.xml · derivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,952

Underlying: Ordinary Shares · 5,952 shares

Expires not disclosed

F5 · derivative.exercise_price: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director of the Issuer for the next 12 months. The Restricted Stock Units will convert into an equivalent number of shares of the Issuer's ordinary shares on March 9, 2021, subject to the terms of the Plan and Restricted Stock Unit Agreement.

F5 · price: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director of the Issuer for the next 12 months. The Restricted Stock Units will convert into an equivalent number of shares of the Issuer's ordinary shares on March 9, 2021, subject to the terms of the Plan and Restricted Stock Unit Agreement.

F5 · derivative.exercise_date: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director of the Issuer for the next 12 months. The Restricted Stock Units will convert into an equivalent number of shares of the Issuer's ordinary shares on March 9, 2021, subject to the terms of the Plan and Restricted Stock Unit Agreement.

F5 · derivative.expiration_date: Restricted Stock Units awarded to Mr. Braunstein in connection with his anticipated service as a director of the Issuer for the next 12 months. The Restricted Stock Units will convert into an equivalent number of shares of the Issuer's ordinary shares on March 9, 2021, subject to the terms of the Plan and Restricted Stock Unit Agreement.

F1 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F2 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F3 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F4 · ownership.nature: Mr. Braunstein, a member of the board of directors of Cardtronics plc (the "Issuer"), was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-006095 · doc1.xml · derivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Ordinary Shares · 4,278 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted Stock Units awarded in 2019 to Douglas L. Braunstein in connection with his service as a director of Cardtronics plc (the "Company") for the last twelve months. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · price: Restricted Stock Units awarded in 2019 to Douglas L. Braunstein in connection with his service as a director of Cardtronics plc (the "Company") for the last twelve months. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · derivative.exercise_date: Restricted Stock Units awarded in 2019 to Douglas L. Braunstein in connection with his service as a director of Cardtronics plc (the "Company") for the last twelve months. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F1 · derivative.expiration_date: Restricted Stock Units awarded in 2019 to Douglas L. Braunstein in connection with his service as a director of Cardtronics plc (the "Company") for the last twelve months. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Company, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-006095 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director · 10% owner

HEC Management GP LLC · CIK 0001700567 · Director · 10% owner

Braunstein Douglas L · CIK 0001495110 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,135,021

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted Stock Units awarded in 2019 to Douglas L. Braunstein in connection with his service as a director of Cardtronics plc (the "Company") for the last twelve months. Restricted Stock Units converted into ordinary shares upon vesting in accordance with the Restricted Stock Unit Award Agreement.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Mr. Braunstein, a member of the board of directors of the Company, was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001567619-20-005837 · doc1.xml · derivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 530,000 shares

Expires 2020-03-20

F1 · kind: Order executed by the Reporting Persons (defined below) to close out the outstanding short put option (obligation to buy), for 530,000 shares of common stock of USA Technologies Inc. (the "Company"), as reported by the Reporting Persons on a Form 4 filed with the Securities and Exchange Commission on August 5, 2019, and as amended on March 6, 2020. This outstanding put option was in place before the board of directors of the Company adopted a shareholder rights plan on October 18, 2019. If the Reporting Persons had not closed out this outstanding put option, then it is possible that the counterparty thereto could have exercised it on the expiration date of March 20, 2020, and required the Reporting Persons to acquire additional shares of common stock of the Company. By closing out the position, this is no longer possible.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020234 · doc1.xml · derivative · entry 5

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,725,000 shares

Expires 2028-03-16

F1 · kind: On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

F12 · price: At the Effective Time, each outstanding warrant to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) $4.28 over (2) the per share exercise price of such warrant, and (b) the number of shares of the Issuer's common stock subject to such warrant as of the Effective Time, less (ii) any applicable withholding taxes.

F5 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F6 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020234 · doc1.xml · derivative · entry 4

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 2,192,605.218 shares

Expires not disclosed

F1 · kind: On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

F11 · price: At the Effective Time, each outstanding share of the Issuer's Series A-1 Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.

F8 · derivative.exercise_date: The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock had the right, at any time and from time to time, at such holder's option, to convert all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.

F9 · derivative.expiration_date: The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.

F5 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F6 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020234 · doc1.xml · derivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 10,800,000 shares

Expires not disclosed

F1 · kind: On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

F10 · price: At the Effective Time, each outstanding share of the Issuer's Series A Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.

F8 · derivative.exercise_date: The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock had the right, at any time and from time to time, at such holder's option, to convert all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.

F9 · derivative.expiration_date: The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.

F5 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F6 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020234 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

F3 · price: At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.

F5 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F6 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020234 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

F2 · shares: These shares represent 85,482 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").

F3 · price: At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.

F4 · price: At the Effective Time, each outstanding RSU converted into the right to receive a cash payment equal to the product of (i) $4.28 and (ii) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.

F5 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F6 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.

F7 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020068 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · Director

Braunstein Douglas L · CIK 0001495110 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 732,777

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $64.1300, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.

F3 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F4 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-020068 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · Director

Braunstein Douglas L · CIK 0001495110 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 748,214

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $62.5600, inclusive. The Reporting Persons (defined below) undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

F3 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F4 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019950 · doc1.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · Director

Braunstein Douglas L · CIK 0001495110 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 749,708

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F3 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F4 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019950 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · Director

Braunstein Douglas L · CIK 0001495110 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 749,908

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $62.9850, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.

F3 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F4 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019950 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · Director

Braunstein Douglas L · CIK 0001495110 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 756,475

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $62.7100, inclusive. The Reporting Persons (defined below) undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

F3 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F4 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F5 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019765 · doc1.xml · nonDerivative · entry 3

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 760,324

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $62.6500, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019765 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 761,924

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $62.5000 to $62.8767, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019663 · doc1.xml · nonDerivative · entry 2

Hudson Executive Capital LP · CIK 0001652522 · 10% owner

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,385,172

F5 · price: The price reported in Column 4 is a weighted average price. These shares were acquired in transactions at prices ranging from $7.2500 to $7.3000, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in footnote (5) to this Form 4.

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

SEC source: 0001567619-19-019765 · doc1.xml · nonDerivative · entry 1

Hudson Executive Capital LP · CIK 0001652522 · Director

HEC Management GP LLC · CIK 0001700567 · 10% owner

Braunstein Douglas L · CIK 0001495110 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 775,766

F1 · shares: The sale of shares set forth herein is made pursuant to a sales plan under Rule 10b5-1(c).

F2 · ownership.nature: In addition to Hudson Executive Capital LP, a Delaware limited liability company ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein.

F4 · ownership.nature: Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.