UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Volcano Corporation
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of Securities)
928645100
(CUSIP Number)
Stephen DuBois, Camber Capital Management LLC,
101 Huntington Avenue, Boston, MA 02199
617-717-6600
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
September 30, 2014
(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 that 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. S
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.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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).
1. Names of Reporting Persons. |
Camber Capital Management LLC
42-1693587 |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) S |
|
3. SEC Use Only |
4. Source of Funds |
WC |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Camber Capital Management LLC -- Massachusetts |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 shares |
|
8. Shared Voting Power |
5,050,000 shares |
|
9. Sole Dispositive Power |
0 shares |
|
10. Shared Dispositive Power |
5,050,000 shares |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
5,050,000 shares |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
9.81% |
14. Type of Reporting Person |
IA |
1. Names of Reporting Persons. |
Stephen DuBois |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) S |
|
3. SEC Use Only |
4. Source of Funds |
WC |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Stephen DuBois--Massachusetts |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 shares |
|
8. Shared Voting Power |
5,050,000 shares |
|
9. Sole Dispositive Power |
0 shares |
|
10. Shared Dispositive Power |
5,050,000 shares |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
5,050,000 shares |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
9.81% |
14. Type of Reporting Person |
IN |
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D refers to the
shares of common stock, par value $0.001 per common stock (the "Shares") of Volcano Corporation, a Delaware corporation
(the "Company"). The Company's principal executive office is located at 3721 Valley Centre Drive, Suite 500, San Diego,
CA 92130.
ITEM 2. IDENTITY AND BACKGROUND
| (a) | Camber Capital Management LLC, a Massachusetts limited liability company ("Camber"),
with respect to Shares |
| | beneficially owned and held of record by two private investment funds and one managed account for
which Camber serves as the investment manager with full discretionary authority. |
Stephen
DuBois ("Mr. DuBois"), as managing member of Camber, with respect to Shares beneficially owned and held of record by
the same two private investment funds and one managed account for which Camber serves as the investment manager with full discretionary
authority. Mr. DuBois is the managing member of Camber.
The foregoing
persons as described above are hereinafter collectively referred to as the "Reporting Persons."
| (b) | The principal business address of each of the Reporting Persons is 101 Huntington Avenue, Suite
2550, Boston, Massachusetts 02199-8089. |
| (c) | The principal business of Camber is to invest in securities. The principal business of Mr. DuBois
is the management of investments in securities. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. |
| (f) | Camber is a limited liability company organized under the laws of the Commonwealth of Massachusetts.
Mr. DuBois is a citizen of the United States. |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The 5,050,000 Shares to which this Schedule
13D relates were acquired for an aggregate purchase price of $81,395,433 (an average of $16.12 per Share) using working capital.
ITEM 4. PURPOSE OF TRANSACTION
The Shares to which this Schedule 13D relates
were acquired based on the Reporting Persons' belief that such Shares represent an attractive investment opportunity.
The Reporting Persons believe the current trading
value of the Shares does not reflect their intrinsic value. Accordingly, the Reporting Persons intend to review the investment
in the Company on a continuing basis and may engage in discussions with management, the Company's Board of Directors, other shareholders
of the Company and other relevant parties in order to enhance shareholder value. Such discussions aimed at enhancing shareholder
value may concern, among other things, potential business combinations and strategic alternatives, and the business, operations,
governance, management, strategy and future plans of the Company. Depending on various factors, including, without limitation,
the outcome of any discussions referenced above, the investment opportunities available to the Reporting Persons, conditions in
the securities markets, and economic and industry conditions, the Reporting Persons may in the future take such actions with respect
to the investment in the Company as the Reporting Persons deem appropriate.
Except as set forth above, the Reporting Persons
have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item
4 of Schedule 13D.
The Reporting Persons review their holdings
in the Company on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available
with respect to securities of the Company. The Reporting Persons may from time to time and at any time, in their sole discretion,
purchase additional equity or debt securities or other instruments of the Company or dispose of such equity or debt securities
or other instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions,
privately negotiated transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
| (a) | The Reporting Persons beneficially own 5,050,000 Shares of the Company in the aggregate, representing
approximately 9.81% of such class of securities. The percentage of the Shares beneficially owned by the Reporting Persons is based
on a total of 51,460,461 Shares of the Company outstanding as of August 4, 2014 as reported in the Company's Form 10-Q |
for the quarterly period
ended June 30, 2014 filed with the Securities and Exchange Commission on August 8, 2014.
| (b) | Camber has the power to dispose of and the power to vote the Shares beneficially owned by the Reporting
Persons, which power may be exercised by its managing member, Mr. DuBois. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934 (the "Act"), Mr. DuBois may be deemed to beneficially own the Shares held by the Reporting Persons. |
The investment and voting decisions
of each of the Reporting Persons are controlled by Camber. As a result, each of the Reporting Persons may be deemed members of
a group and may be deemed to beneficially own for purposes of Section 13(d) the Shares beneficially owned for such purposes by
the others. As the investment manager with full discretionary
authority, Camber also may be deemed
to beneficially own the 5,050,000 Shares, constituting approximately 9.81% of the issued and outstanding Shares. As the managing
member of Camber, Mr. DuBois may be deemed to beneficially own the 5,050,000 Shares, constituting approximately 9.81% of the issued
and outstanding Shares. Mr. DuBois does not personally own any Shares. Camber has sole voting and dispositive power with respect
to the 5,050,000 Shares by virtue of its authority to vote and dispose of such Shares.
| (c) | During the last sixty days, the Reporting Persons acquired Shares on such dates, in such
amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto
as Exhibit 1 and incorporated herein by this reference. All such transactions were effected in the open market on the NASDAQ
National Market. Except as set forth on the
attached Schedule of Transactions, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified
in response to Item 2, beneficially owns any Shares or has effected any transactions in the Shares during the preceding 60 days. |
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the Joint Filing Agreement attached
as Exhibit 2 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees,
joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Schedule of
Transactions
Exhibit 2: Joint Filing
Statement as required by Rule 13d(1)(k)(l) under the Act.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: October 2, 2014
Camber Capital Management
LLC
By: /s/ Sean George
Sean George
Chief Financial Officer
Stephen DuBois
By: /s/ Stephen DuBois
Stephen DuBois, individually
EXHIBIT 1
SCHEDULE OF TRANSACTIONS
SECURITY |
DATE OF TRANSACTION |
AMOUNT OF SECURITIES PURCHASED
|
APPROXIMATE PRICE PER SHARE |
VOLC |
8/8/2014 |
850,000 |
$12.64 |
VOLC |
8/12/2014 |
110,000 |
$12.25 |
VOLC |
8/13/2014 |
190,000 |
$12.19 |
VOLC |
8/22/2014 |
200,000 |
$12.25 |
VOLC |
9/10/2014 |
275,000 |
$11.81 |
VOLC |
9/15/2014 |
100,000 |
$11.58 |
VOLC |
9/16/2014 |
85,647 |
$11.46 |
VOLC |
9/19/2014 |
39,353 |
$11.50 |
VOLC |
9/23/2014 |
50,000 |
$11.20 |
EXHIBIT 2
JOINT FILING AGREEMENT
This Joint Filing Agreement
dated October 2, 2014, is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and
Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the
Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with
respect to common shares, $0.001 par value of Volcano Corporation beneficially owned by them from time to time. Pursuant to
and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of such parties,
and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This
Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice or such lesser period of
notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
CAMBER CAPITAL MANAGEMENT LLC
By: /s/ Sean George
Sean George
Chief Financial Officer
STEPHEN DUBOIS
By: /s/ Stephen DuBois
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