UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
Thoratec Corporation
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, no par value per share
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
885175 30 7
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
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Copy to:
Robert L. Lawrence, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 5, 2011
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
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1
|
NAME OF REPORTING PERSON
Oracle Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,173,046 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
2,173,046 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,046 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
1
|
NAME OF REPORTING PERSON
Oracle Associates, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
2,489,446 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
2,489,446 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,489,446 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.15%
|
|
14
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TYPE OF REPORTING PERSON*
OO
|
|
1
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NAME OF REPORTING PERSON
Larry N. Feinberg
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
3,115,999 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
3,115,999 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,115,999 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
|
|
14
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TYPE OF REPORTING PERSON*
IN
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1
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NAME OF REPORTING PERSON
Oracle Institutional Partners, LP
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
316,400 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
316,400 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,400 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.53%
|
|
14
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TYPE OF REPORTING PERSON*
PN
|
|
1
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NAME OF REPORTING PERSON
Oracle Offshore Limited
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
36,070 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
36,070 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,070 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
|
|
14
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TYPE OF REPORTING PERSON*
OO
|
|
1
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NAME OF REPORTING PERSON
Oracle Ten Fund Master, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
562,383 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
562,383 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,383 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
|
|
14
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TYPE OF REPORTING PERSON*
OO
|
|
1
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NAME OF REPORTING PERSON
Oracle Investment Management, Inc. Employee’s Retirement Plan
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
23,000 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
23,000 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,000 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
|
14
|
TYPE OF REPORTING PERSON*
EP
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|
1
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NAME OF REPORTING PERSON
The Feinberg Family Foundation
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
5,100 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
5,100 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
|
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
1
|
NAME OF REPORTING PERSON
Oracle Investment Management, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
621,453 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
621,453 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,453 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
|
|
14
|
TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This Amendment No. 1 (the “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on June 16, 2011 (collectively, the “Statement”) with respect to the shares of common stock, no par value per share (the “Shares”) of Thoratec Corporation (the “Issuer”), whose principal executive offices are located at 6035 Stoneridge Drive, Pleasanton, California.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended and restated as follows:
This Statement is filed by the Reporting Persons to report acquisitions of shares of Common Stock for investment purposes, as a result of which the Reporting Persons may be deemed to be the beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of more than 5% of the outstanding Shares of the Issuer.
On December 5, 2011, the Manager sent a letter (the “Letter”) to the Issuer’s Board of Directors stating the Manager’s belief that the Issuer will be unable to maximize shareholder value as an independent public company and urging the Board to retain an investment bank to conduct an auction to find a suitable acquirer for the Issuer. The Manager also issued a press release on December 5, 2011 announcing the delivery and setting forth the text of the letter. A copy of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may continue to seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future business and strategic plans of the Issuer and composition of the Board of Directors. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to his investment in the Issuer as they deem appropriate in order to protect and maximize the value of their investment including, without limitation, purchasing additional Common Stock, selling Common Stock, engaging in hedging or similar transactions with respect to the Common Stock, generally taking a more active role in influencing the Issuer’s affairs, or taking any other action with respect to the Issuer or any of its securities in any manner permitted by law, including with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Items 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 59,927,911 Shares outstanding as of October 21, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2011.
(a, b) Partners
As of the date hereof, Partners may be deemed to be the beneficial owner of 2,173,046 Shares, constituting approximately 3.63% of the Shares outstanding.
Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,173,046 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,173,046 Shares.
In addition, Partners, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Partners and Partners specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) General Partner
General Partner, as the general partner of Partners and Institutional Partners, may be deemed to be the indirect beneficial owner of 2,489,446 Shares held in Partners and Institutional Partners, constituting approximately 4.15% of the Shares outstanding.
General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,489,446 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,489,446 Shares.
In addition, General Partner, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by General Partner and General Partner specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Manager
Manager, as the investment manager of Offshore Limited, Ten Fund and Retirement Plan, may be deemed to be the indirect beneficial owner of 621,453 Shares held in Offshore Limited, Ten Fund and Retirement Plan, constituting approximately 1.04% of the Shares outstanding.
Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 621,453 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 621,453 Shares.
In addition, Manager, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Manager and Manager specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Institutional Partners
As of the date hereof, Institutional Partners may be deemed to be the beneficial owner of 316,400 Shares, constituting approximately 0.53% of the Shares outstanding.
Institutional Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 316,400 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 316,400 Shares.
In addition, Institutional Partners, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Institutional Partners and Institutional Partners specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Offshore Limited
As of the date hereof, Offshore Limited may be deemed to be the beneficial owner of 36,070 Shares, constituting approximately 0.06% of the Shares outstanding.
Offshore Limited has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 36,070 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 36,070 Shares.
In addition, Offshore Limited, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Offshore Limited and Offshore Limited specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Ten Fund
As of the date hereof, Ten Fund may be deemed to be the beneficial owner of 562,383 Shares, constituting approximately 0.94% of the Shares outstanding.
Ten Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 562,383 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 562,383 Shares.
In addition, Ten Fund, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Ten Fund and Ten Fund specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Retirement Plan
As of the date hereof, the Retirement Plan may be deemed to be the beneficial owner of 23,000 Shares, constituting approximately 0.04% of the Shares outstanding.
The Retirement Plan has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 23,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 23,000 Shares.
In addition, the Retirement Plan, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by the Retirement Plan and the Retirement Plan specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Foundation
As of the date hereof, the Foundation may be deemed to be the beneficial owner of 5,100 Shares, constituting approximately 0.01% of the Shares outstanding.
The Foundation has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote 5,100 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,100 Shares.
In addition, the Foundation, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by the Foundation and the Foundation specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
(a, b) Larry Feinberg
Mr. Feinberg serves as the senior managing member of the General Partner, and accordingly, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by General Partner. Mr. Feinberg is the sole shareholder and president of the Manager, and accordingly, may be deemed to be the beneficial owner of the Shares beneficially owned by Manager. Mr. Feinberg is the trustee of the "Foundation" and has the sole power to direct the voting and disposition of the Shares in Foundation. As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 3,115,999 Shares, constituting approximately 5.20% of the Shares outstanding.
Mr. Feinberg has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,115,999 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,115,999 Shares. The shares reported herein as beneficially owned by Mr. Feinberg exclude an aggregate of 4,500 Shares beneficially held by certain irrevocable trusts as to which Mr. Feinberg is Settlor.
In addition, Mr. Feinberg, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein shall not be considered an admission by Mr. Feinberg and Mr. Feinberg specifically disclaims that, for the purpose of Section 16(b) of the Exchange Act, it is the beneficial owner of any Shares in which it does not have a pecuniary interest.
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(c)
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The trading dates, number of Shares (or options to acquire Shares) purchased or sold, and price per share for all transactions in the Shares (or options to acquire Shares) by the Reporting Persons in the past 60 days are set forth in Schedule A. All such transactions were effected in open market transactions with brokers.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 7. Material to be Filed as Exhibits.
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99.1
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Letter to the Board of Directors of Thoratec Corporation from Oracle Investment Management, Inc., dated December 5, 2011
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: December 5, 2011
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ORACLE ASSOCIATES, LLC
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Managing Member
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ORACLE INVESTMENT MANAGEMENT, INC.
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Managing Member
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ORACLE PARTNERS, LP
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By:
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ORACLE ASSOCIATES, LLC, its general partner
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Managing Member
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ORACLE INSTITUTIONAL PARTNERS, LP
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By:
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ORACLE ASSOCIATES, LLC, its general partner
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Managing Member
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ORACLE OFFSHORE LIMITED
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Director
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ORACLE TEN FUND MASTER, LP
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By:
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ORACLE ASSOCIATES, LLC, its general partner
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Managing Member
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ORACLE INVESTMENT MANAGEMENT EMPLOYEES RETIREMENT
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By:
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/s/ Aileen Wiate
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Aileen Wiate, Trustee
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THE FEINBERG FAMILY FOUNDATION
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By:
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/s/ Larry Feinberg
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Larry Feinberg, Trustee
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/s/ Larry Feinberg
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Larry Feinberg, Individually
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Schedule A
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Date
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Transaction
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Price Per Share
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Quantity
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Name of Fund
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10/28/2011
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BUY
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37.9878
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6,887
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TEN MASTER
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11/15/2011
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SELL
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29.9483
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(2,300)
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OFFSHORE
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.45
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1,775
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PARTNERS
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.45
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275
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INSTITUTIONAL PARTNERS
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.45
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30
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OFFSHORE
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.45
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420
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TEN MASTER
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.3
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355
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PARTNERS
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.3
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55
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INSTITUTIONAL PARTNERS
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.3
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5
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OFFSHORE
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11/22/2011
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BUY
(1/28/12 CALL OPTION)
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2.3
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85
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TEN MASTER
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