UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONMED Corporation
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Common stock, $0.01 par value
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(Title of Class of Securities)
207410101
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(CUSIP Number)
Stephen DuBois, Camber Capital Management LLC, 101 Huntington Avenue,
Boston, MA 02199, 617-717-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 2013
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(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 SS.240.13d-1(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 S.240.13d-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).
CUSIP No. 207410101 13D Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Camber Capital Management LLC
42-1693587
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (see instructions)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Camber Capital Management LLC -- Massachusetts
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7. SOLE VOTING POWER
0 shares
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8. SHARED VOTING POWER
NUMBER OF
SHARES 1,385,000 shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
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10. SHARED DISPOSITIVE POWER
1,385,000 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,385,000 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
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14. TYPE OF REPORTING PERSON (see instructions)
IA
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CUSIP No. 207410101 13D Page 3 of 6 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Stephen DuBois
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (see instructions)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Stephen DuBois -- Massachusetts
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7. SOLE VOTING POWER
0 shares
-------------------------------------------------------------
8. SHARED VOTING POWER
NUMBER OF
SHARES 1,385,000 shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,385,000 shares
-------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,385,000 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
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14. TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 207410101 13D Page 4 of 6 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D refers to the shares of common stock, par value
$0.01 per common stock (the "Shares") of CONMED Corporation,
a Delaware corporation (the "Company"). The Company's principal executive
office is located at 525 French Road, Utica, NY 13502.
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 or Amount of Funds or Other Consideration.
The 1,385,000 Shares to which this Schedule 13D relates were acquired
for an aggregate purchase price of $43,168,169 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 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 concerning, without limitation, potential business combinations
and strategic alternatives, 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.
CUSIP No. 207410101 13D Page 5 of 6 Pages
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 1,385,000 Shares of the Company
in the aggregate, representing approximately 5.02% of such class of
securities. The percentage of the Shares beneficially owned by the
Reporting Persons is based on a total of 1,385,000 Shares of the Company
outstanding as of December 13, 2013 as reported in the Company's Form 10-Q
for the quarterly period ended September 30, 2013 filed with the Securities
and Exchange Commission on October 28, 2013.
(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 1,385,000
Shares, constituting approximately 5.02% of the issued and outstanding
Shares. As the managing member of Camber, Mr. DuBois may be deemed to
beneficially own the 1,385,000 Shares, constituting approximately 5.02%
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 1,385,000 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.
CUSIP No. 207410101 13D Page 6 of 6 Pages
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: December 16, 2013
Camber Capital Management LLC
By: /s/ Sean George
Sean George
Chief Financial Officer
Stephen DuBois
By: /s/ Stephen DuBois
Stephen DuBois, individually