CVRS Corindus Vascular Robotics Inc

Schedule 13D

This Amendment No. 2 (this “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on March 8, 2017, as amended by Amendment No. 1 filed on March 21, 2019 (collectively, the “Original Statement”) on behalf of HealthCor Management, L.P., HealthCor Associates, LLC, HealthCor Hybrid Offshore Master Fund, L.P., HealthCor Hybrid Offshore GP, LLC, HealthCor Group, LLC, HealthCor Partners Management, L.P., HealthCor Partners Management GP LLC, HealthCor Partners Fund LP, HealthCor Partners L.P., HealthCor Partners II L.P., HealthCor Partners Fund II, L.P., HealthCor Partners GP, LLC, Arthur Cohen, Joseph Healey and Jeffrey C. Lightcap. The Original Statement, as amended by this Amendment (the “Statement”), relates to the shares of Common Stock of Corindus Vascular Robotics, Inc., par value $0.0001 per share (the “Common Stock”).

Capitalized terms used herein but not defined have the meanings ascribed to them in the Original Statement.

On August 17, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) between and among Siemens Medical Solutions USA, Inc., a Delaware corporation (“SMS USA”), Corpus Merger, Inc., a Delaware corporation and a wholly-owned subsidiary of SMS USA (“Merger Sub”), and the Issuer. In connection with the Merger Agreement, SMS USA entered into a voting and support agreement (the “Voting Agreement”) with Partners Management and each other Reporting Person (excluding natural persons) pursuant to which such Reporting Persons agreed, among other things, to vote all voting securities held by them in favor of adoption of the Merger Agreement, and not to transfer such voting securities to third parties, in each case subject to the terms and conditions of such Voting Agreement.

On October 29, 2019, the Issuer completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) between and among Siemens Medical Solutions USA, Inc., a Delaware corporation (“SMS USA”), Corpus Merger, Inc., a Delaware corporation and a wholly-owned subsidiary of SMS USA (“Merger Sub”), and the Issuer. In connection with the closing of the merger, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of SMA USA. As a result of the merger, each outstanding share of Common Stock (other than dissenting shares and shares held by the Issuer, SMS USA or Merger Sub) was converted into the right to receive the merger consideration specified in the Merger Agreement.

This Amendment is being filed to reflect that, upon the closing of the transactions contemplated by the Merger Agreement, the Reporting Persons no longer have any beneficial ownership of any of the Issuer’s Common Stock.

Item 4 of the Original Statement is amended and supplemented as follows:

In connection with the closing of the transactions contemplated by the Merger Agreement, Mr. Lightcap resigned from the Issuer’s Board of Directors.

Item 5 of the Original Statement is hereby amended and restated as follows:

(a)-(b)     As a result of the completion of the transactions contemplated by the Merger Agreement, the Reporting Persons no longer have beneficial ownership of any shares of Common Stock.

(c)           Apart from the transactions described in this Amendment, the Reporting Persons have effected no transactions with respect to the Common Stock in the 60 days prior to the filing of this Amendment.

(d)           Not applicable.

(e)       The Reporting Persons ceased to be beneficial owners of 5% or more of the Common Stock on October 29, 2019.

Item 7 of the Original Statement is hereby supplemented as follows:

Exhibit 4         Voting Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on August 8, 2019).

SIGNATURES

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.

Date:         October 31, 2019