p12-1972sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
  
   
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)
 
Allscripts Healthcare Solutions, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
01988P108
(CUSIP Number)
 
 
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 20, 2012
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
(Page 1 of 20 Pages)
 
--------------------------
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 2 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
15,996,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
15,996,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,996,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.31%
14
TYPE OF REPORTING PERSON
PN



 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 3 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Associates, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
15,996,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
15,996,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,996,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.31%
14
TYPE OF REPORTING PERSON
OO



 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 4 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Offshore Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
14,975,591 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
14,975,591 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,975,591 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
8.72%
14
TYPE OF REPORTING PERSON
PN


 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 5 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Offshore GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
14,975,591 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
14,975,591 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,975,591 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
8.72%
14
TYPE OF REPORTING PERSON
OO


 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 6 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Hybrid Offshore Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
713,319 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
713,319 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
713,319 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.42%
14
TYPE OF REPORTING PERSON
PN


 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 7 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Hybrid Offshore GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
713,319 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
713,319 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
713,319 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.42%
14
TYPE OF REPORTING PERSON
OO



 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 8 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
15,996,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
15,996,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,996,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.31%
14
TYPE OF REPORTING PERSON
OO



 
    

 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 9 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
0 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON
PN



 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 10 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
0 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON
PN


 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 11 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Long Offshore Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
308,000 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
308,000 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
308,000 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.18%
14
TYPE OF REPORTING PERSON
PN



 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 12 of 20 Pages



1
NAME OF REPORTING PERSON
HealthCor Long Master GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
308,000 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
308,000 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
308,000 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.18%
14
TYPE OF REPORTING PERSON
OO


 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 13 of 20 Pages



1
NAME OF REPORTING PERSON
Arthur Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
15,996,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
15,996,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,996,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.31%
14
TYPE OF REPORTING PERSON
IN



 
    

 
 
 
 
CUSIP No. 01988P108
 
SCHEDULE 13D/A
Page 14 of 20 Pages



1
NAME OF REPORTING PERSON
Joseph Healey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
8
SHARED VOTING POWER
15,996,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
15,996,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
15,996,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
9.31%
14
TYPE OF REPORTING PERSON
IN



 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 15 of 20 Pages


   

This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed by the Reporting Persons on May 16, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on May 22, 2012 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on June 1, 2012 ("Amendment No. 2") and Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on June 22, 2012 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the "Schedule 13D") with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.  This Amendment No. 4 amends Items 3, 4, 5 and 7 as set forth below.

Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended and restated in its entirety as follows:

The 15,996,910 shares of Common Stock reported herein by the Reporting Persons were acquired at an aggregate purchase price of approximately $237,871,261.19 (including commissions). Such shares of Common Stock were acquired with cash provided by the HealthCor Funds, consisting of capital contributions from investors in the HealthCor Funds and the capital appreciation thereon.

Item 4.
PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented as follows:
 
From and after the effectiveness of the Settlement Agreement, the Reporting Persons have held the shares of Common Stock reported in Amendment No. 3, and acquired and held the additional shares of Common Stock reported herein, for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Company.

On October 1, 2012 the shares of Common Stock held by HealthCor Fund were transferred to Offshore Fund in connection with a restructuring of the Funds.

Item 5.
INTEREST IN SECURITIES OF THE COMPANY.

Paragraphs (a), (b), (c) and (e) of Item 5 are hereby amended and restated in their entirety as follows:
 
(a)—(b) The aggregate percentage of shares of Common Stock reported to be beneficially owned by the Reporting Persons is based upon 171,735,749 shares of Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 9, 2012 for the period ended September 30, 2012.  At the close of business on December 20, 2012, the Reporting Persons may be deemed to collectively beneficially own 15,996,910 shares of Common Stock, constituting approximately 9.31% of the shares of Common Stock outstanding.
 


 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 16 of 20 Pages


 
(i)
HealthCor:
  
 
(a)
As of the date hereof, HealthCor may be deemed the beneficial owner of 15,996,910 shares of Common Stock.
   
Percentage: Approximately 9.31% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 15,996,910 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 15,996,910 shares of Common Stock
(ii)
Associates:
  
 
(a)
As of the date hereof, Associates may be deemed the beneficial owner of 15,996,910 shares of Common Stock.
   
Percentage: Approximately 9.31% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 15,996,910 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 15,996,910 shares of Common Stock
(iii)
Offshore Fund:
  
 
(a)
As of the date hereof, Offshore Fund may be deemed the beneficial owner of 14,975,591 shares of Common Stock.
   
Percentage: Approximately 8.72% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 14,975,591 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 14,975,591 shares of Common Stock
(iv)
Offshore GP:
  
 
(a)
As of the date hereof, Offshore GP may be deemed the beneficial owner of 14,975,591 shares of Common Stock.
   
Percentage: Approximately 8.72% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 14,975,591 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 14,975,591 shares of Common Stock
(v)
Hybrid Fund:
  
 
(a)
As of the date hereof, Hybrid Fund may be deemed the beneficial owner of 713,319 shares of Common Stock.
   
Percentage: Approximately 0.42% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 713,319 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 713,319 shares of Common Stock
(vi)
Hybrid GP:
  
 
(a)
As of the date hereof, Hybrid GP may be deemed the beneficial owner of 713,319 shares of Common Stock.
   
Percentage: Approximately 0.42% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 713,319 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 713,319 shares of Common Stock
 
 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 17 of 20 Pages

 
(vii)
Group:
  
 
(a)
As of the date hereof, Group may be deemed the beneficial owner of 15,996,910 shares of Common Stock.
   
Percentage: Approximately 9.31% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 15,996,910 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 15,996,910 shares of Common Stock
(viii)
Capital:
  
 
(a)
As of the date hereof, Capital may be deemed the beneficial owner of 0 shares of Common Stock.
   
Percentage: 0.0% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 0
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 0
(ix)
HealthCor Fund:
  
 
(a)
As of the date hereof, HealthCor Fund may be deemed the beneficial owner of 0 shares of Common Stock.
   
Percentage: 0.0% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 0
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 0
(x)
Long Fund:
  
 
(a)
As of the date hereof, Long Fund may be deemed the beneficial owner of 308,000 shares of Common Stock.
   
Percentage: Approximately 0.18% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 308,000 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 308,000 shares of Common Stock
(xi)
Long GP:
  
 
(a)
As of the date hereof, Long GP may be deemed the beneficial owner of 308,000 shares of Common Stock.
   
Percentage: Approximately 0.18% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 308,000 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 308,000 shares of Common Stock
(xii)
Mr. Cohen:
  
 
(a)
As of the date hereof, Mr. Cohen may be deemed the beneficial owner of 15,996,910 shares of Common Stock.
   
Percentage: Approximately 9.31% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 15,996,910 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 15,996,910 shares of Common Stock
 
 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 18 of 20 Pages

 
(xiii)
Mr. Healey:
  
 
(a)
As of the date hereof, Mr. Healey may be deemed the beneficial owner of 15,996,910 shares of Common Stock.
   
Percentage: Approximately 9.31% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 15,996,910 shares of Common Stock
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 15,996,910 shares of Common Stock
 
The Funds are the beneficial owners of the shares of Common Stock reported herein.
 
As the general partner of Offshore Fund, Offshore GP and its general partner, Group, may be deemed the beneficial owners of that portion of the shares of Common Stock beneficially owned by Offshore Fund.  As the general partner of Hybrid Fund, Hybrid GP and its general partner, Group, may be deemed the beneficial owners of that portion of the shares of Common Stock beneficially owned by Hybrid Fund.  As the general partner of HealthCor Fund, Capital and its general partner, Group, may be deemed the beneficial owners of that portion of the shares of Common Stock beneficially owned by HealthCor Fund.  As the general partner of Long Fund, Long GP and its general partner, Group, may be deemed the beneficial owners of that portion of the shares of Common Stock beneficially owned by Long Fund.
 
As the investment manager of the Funds, HealthCor and its general partner, Associates, may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Funds.
 
As managers of Associates, Messrs. Cohen and Healey have both voting and investment power with respect to the shares of Common Stock beneficially owned by the Funds, and therefore may also be deemed to be the beneficial owners of the shares of Common Stock beneficially owned by the Funds.
 
(c) Information concerning transactions in shares of Common Stock effected by the Reporting Persons during the past 60 days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in shares of Common Stock listed in Exhibit A hereto were effected in open market purchases on the NASDAQ Global Select Market through various brokerage entities.

(e)  As of October 1, 2012, HealthCor Fund and Capital ceased to beneficially own any shares of Common Stock.  Accordingly, this Amendment No. 4 constitutes an exit filing for HealthCor Fund and Capital.

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:
Transactions in the Common Stock during the past 60 days.



 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 19 of 20 Pages


SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  December 21, 2012

 
HEALTHCOR MANAGEMENT, L.P.
     
 
By:
HealthCor Associates, LLC, its general partner
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
     
 
By:
HealthCor Group, LLC, its general partner
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
     
 
By:
HealthCor Group, LLC, its general partner
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR, L.P.
     
 
By:
HealthCor Group, LLC, its general partner
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   


 
    

 
 
 
 
CUSIP No.  01988P108
 
SCHEDULE 13D/A
Page 20 of 20 Pages



 
HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner on behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
     
 
By:
HealthCor Group, LLC, its general partner
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
HEALTHCOR ASSOCIATES, LLC
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
HEALTHCOR GROUP, LLC
     
 
By:
/s/ John H. Coghlin
 
Name:
John H. Coghlin
 
Title:
General Counsel
   
   
 
ARTHUR COHEN, Individually
     
 
By:
/s/ Arthur Cohen
 
Name:
Arthur Cohen
   
   
 
JOSEPH HEALEY, Individually
     
 
By:
/s/ Joseph Healey
 
Name:
Joseph Healey

 
    

 
 
 
 

EXHIBIT A


Transactions in the Common Stock During the Past 60 Days

The following table sets forth all transactions in shares of Common Stock effected during the past 60 days by the Reporting Persons. All such transactions were effected in the open market through brokers and the price per share is net of commissions.  Amounts reported in the “Price” column reflect the actual price for the shares of Common Stock were purchased or sold.  The amounts reported in the “Weighted Average Price” column in the table below reflect a weighted average price for the shares of Common Stock purchased or sold.  Where a weighted average price is reported rather than an actual price, the shares of Common Stock were purchased or sold, as applicable, in multiple transactions, each at a price within the range of prices set forth in the “Range of Prices” column in the table below.  The Reporting Persons shall undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding such number of shares of Common Stock purchased or sold, as applicable, within the range of prices set forth in the table below.
 
 

Offshore Fund

Trade Date
Amount Purchased (Sold)
Price Per Share ($)
Weighted Average Price Per Share ($)
Range of Prices ($)
11/8/12
27,910
13.16
    
12/20/12
1,671,270
  
9.00
8.93-9.16
         
Hybrid Fund

Trade Date
Amount Purchased (Sold)
Price Per Share ($)
Weighted Average Price Per Share ($)
Range of Prices ($)
12/20/12
78,730
  
9.00
8.93-9.16
         
Long Fund

Trade Date
Amount Purchased (Sold)
Price Per Share ($)
Weighted Average Price Per Share ($)
Range of Prices ($)
12/20/12
69,000
  
9.00
8.93-9.16