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Form SC 13D/A CARDICA INC Filed by: Broadfin Capital, LLC

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December 15, 2014 3:22 PM EST
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO ��240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
��240.13d-2(a)

(Amendment No.�3)1

Cardica, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

14141R101
(CUSIP Number)
�
KEVIN KOTLER
BROADFIN CAPITAL, LLC
237 Park Avenue, 9th Floor
New York, New York 10017
(310) 246-0345

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 11, 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 x.

Note:��Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.��See ��240.13d-7 for other parties to whom copies are to be sent.


_______________
1������������� The remainder of this cover page shall be filled out for a reporting persons 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).
�
�
�
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
BROADFIN HEALTHCARE MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
CO

* See Item 5 of Amendment No. 1 the Schedule 13D.

�
2
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
BROADFIN HEALTHCARE FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
PN

* See Item 5 of Amendment No. 1 the Schedule 13D.

�
3
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
CO

* See Item 5 of Amendment No. 1 the Schedule 13D.

�
4
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
BROADFIN ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
OO
�
* See Item 5 of Amendment No. 1 the Schedule 13D.

�
5
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
BROADFIN CAPITAL, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
OO

* See Item 5 of Amendment No. 1 the Schedule 13D.

�
6
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
KEVIN KOTLER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
�
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
�
8,874,992*
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
8,874,992*
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
8,874,992*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
9.98%*
14
TYPE OF REPORTING PERSON
�
IN

* See Item 5 of Amendment No. 1 the Schedule 13D.

�
7
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
GREGORY D. CASCIARO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
�
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
�
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
�
- 0 -
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
- 0 -
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
0%
14
TYPE OF REPORTING PERSON
�
IN

�
8
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
R. MICHAEL KLEINE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
�
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
�
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
�
- 0 -
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
- 0 -
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
0%
14
TYPE OF REPORTING PERSON
�
IN

�
9
�
CUSIP NO. 14141R101
�
1
NAME OF REPORTING PERSON
�
SAMUEL E. NAVARRO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
SOURCE OF FUNDS
�
�
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
�
�
6
CITIZENSHIP OR PLACE OF ORGANIZATION
�
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
�
- 0 -
8
SHARED�VOTING POWER
�
- 0 -
9
SOLE DISPOSITIVE POWER
�
- 0 -
10
SHARED�DISPOSITIVE POWER
�
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
�
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
�
0%
14
TYPE OF REPORTING PERSON
�
IN

�
10
�
CUSIP NO. 14141R101
�
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (Amendment No. 3).��This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
�
Item 2.
Identity and Background.
�
Item 2 is hereby amended to add the following:
�
In connection with the election of Gregory D. Casciaro, R. Michael Kleine and Samuel E. Navarro to the Board of Directors of the Issuer (the Board) at the 2014 annual meeting of stockholders held on December 11, 2014 (the 2014 Annual Meeting), as described in further detail in Item 4 below, Messrs. Casciaro, Kleine and Navarro are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3.��The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.��Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
�
Item 4.
Purpose of Transaction.
�
Item 4 is hereby amended to add the following:
�
According to the final voting results from the 2014 Annual Meeting of the Issuer, all three (3) of Broadfin Capitals director nominees, Gregory D. Casciaro, R. Michael Kleine and Samuel E. Navarro, were elected to the Board at the 2014 Annual Meeting.
�
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
�
Item 6 is hereby amended to add the following:
�
On December 15, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
�
Item 7.
Material to be Filed as Exhibits.
�
Item 7 is hereby amended to add the following exhibit:
�
�
99.1
Joint Filing Agreement by and among Broadfin Healthcare Master Fund, Ltd., Broadfin Healthcare Fund, L.P., Broadfin Healthcare Offshore Fund, Ltd, Broadfin Advisors, LLC, Broadfin Capital, LLC and Kevin Kotler, dated December 15, 2014.
�
�
11
�
CUSIP NO. 14141R101
�
SIGNATURES
�
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
�
Dated:��December 15, 2014
BROADFIN HEALTHCARE MASTER FUND, LTD.
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Director


�
BROADFIN HEALTHCARE FUND, L.P.
� �
�
BY:
Broadfin Advisors, LLC
General Partner
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


�
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Director


�
BROADFIN ADVISORS, LLC
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


�
BROADFIN CAPITAL, LLC
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


� �
�
/s/ Kevin Kotler
�
KEVIN KOTLER
Individually and as attorney-in-fact for Gregory D. Casciaro, R. Michael Kleine and Samuel E. Navarro
�
�
12
�
�
Exhibit 99.1
�
JOINT FILING AGREEMENT
�
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Cardica, Inc.��This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
�
�
Dated:��December 15, 2014
BROADFIN HEALTHCARE MASTER FUND, LTD.
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Director


�
BROADFIN HEALTHCARE FUND, L.P.
� �
�
BY:
Broadfin Advisors, LLC
General Partner
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


�
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Director


�
BROADFIN ADVISORS, LLC
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


�
BROADFIN CAPITAL, LLC
� �
�
By:
/s/ Kevin Kotler
�
Name:
Kevin Kotler
�
Title:
Managing Member


� �
�
/s/ Kevin Kotler
�
KEVIN KOTLER
�

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