UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Heska Corporation

(Name of Issuer)

Public Common Stock, par value $0.01 per share

(Title of Class of Securities)

42805E-306

(CUSIP Number)

CMC Master Fund, L.P.

c/o C.M. Capital Advisors, LLC

525 University Avenue, Suite 200

Palo Alto, CA 94301

Attn: Fernando Sucre

Telephone: (650) 326-6480

Facsimile: (650) 325-4762

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 26, 2015

(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-l(e), 240.13d-1(f) or 240.13d-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(b) 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).

 

 

 

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CUSIP NO. 42805E-306

 

1.		Names of Reporting Persons.   CMC Master Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)
5.		Check 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
				8.		Shared Voting Power:   225,000
				9.		Sole Dispositive Power:   0
				10.		Shared Dispositive Power:   225,000
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   225,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11):   3.5%
14.		Type of Reporting Person (See Instructions):   PN

 

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CUSIP NO. 42805E-306

 

1.		Names of Reporting Persons.   CMC Master Fund Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)
5.		Check 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
				8.		Shared Voting Power:   225,000
				9.		Sole Dispositive Power:   0
				10.		Shared Dispositive Power:   225,000
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   225,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11):   3.5%
14.		Type of Reporting Person (See Instructions):   OO

 

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Item l.

Security and Issuer

This Amendment No. 5 amends the Schedule 13D filed September 4, 2009, as amended by Amendment No. 1 thereto filed March 8, 2012, and Amendment No. 2 thereto filed October 17, 2012, Amendment No. 3 thereto filed August 6, 2014, and Amendment No. 4 thereto filed February 10, 2015, relating to the shares of public common stock, par value $0.01 per share (the “Common Shares”), of Heska Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3760 Rocky Mountain Avenue, Loveland, Colorado 80538. This Amendment No. 5 further amends the information contained in the Schedule 13D, as amended, to the extent set forth herein. This Amendment No. 5 to Schedule 13D is filed by and on behalf of CMC Master Fund, L.P., a Delaware limited partnership (“CMC Master Fund”), and CMC Master Fund Partners, LLC, a Delaware limited liability company and the sole general partner of CMC Master Fund (collectively with CMC Master Fund, the “Reporting Persons”).

 

Item 5.

Interest in Securities of the Issuer

(a) At the close of business on June 26, 2015, the Reporting Persons beneficially owned 225,000 Common Shares, which constitute approximately 3.5% of the class outstanding. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Persons is based upon 6,501,506 Common Shares outstanding at May 13, 2015, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2015. All of the Common Shares beneficially owned by the Reporting Persons are held directly by CMC Master Fund.

(b) The Reporting Persons have shared power to vote or direct the voting of, and to dispose or direct the disposition of, all the Common Shares beneficially owned by the Reporting Persons.

(c) During the past 60 days, CMC Master Fund effected the following open market sale of Common Shares on the date indicated, in the amount and at the weighted average per share price (excluding brokerage fees) indicated:

 

Trade Date		Number of Shares Sold				Highest Price Per Share				Lowest Price Per Share				Weighted Average Price Per Share
June 26, 2015			105,000			$	29.605			$	29.00			$	29.16320

The Reporting Persons undertake to provide upon request to the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price.

(d) 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 Common Shares covered by this Statement.

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities on June 26, 2015.

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Item 7.

Material to be Filed as Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Joint Filing Agreement (furnished herewith)

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SIGNATURE

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.

Date: July 6, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
99.1		Joint Filing Agreement (furnished herewith)