Amendment No. 1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KsDHQaDxBT4qQVUn7wmlJMFUR1QbSZMW/YnpKhisL628Qb2ud9QLp6Nu0rCfbn8H VyTSUjcNknNijlgQxpUhgw== 0001193125-09-023893.txt : 20090210 0001193125-09-023893.hdr.sgml : 20090210 20090210143259 ACCESSION NUMBER: 0001193125-09-023893 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 GROUP MEMBERS: APPLE TREE VENTURES I, LLC GROUP MEMBERS: SETH L. HARRISON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPLE TREE PARTNERS I LP CENTRAL INDEX KEY: 0001095799 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HeartWare International, Inc. CENTRAL INDEX KEY: 0001389072 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980498958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83026 FILM NUMBER: 09585205 BUSINESS ADDRESS: STREET 1: 14000 NW 57TH COURT CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 508-739-0841 MAIL ADDRESS: STREET 1: 205 NEWBURY STREET STREET 2: SUITE 101 CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: HeartWare LTD DATE OF NAME CHANGE: 20070206 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1

(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

HeartWare International, Inc. (f/k/a HeartWare Limited)

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Q4524B106

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨Rule 13d-1(c)

x Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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).

SEC 1745 (3-98)


CUSIP No. Q4524B106		13G		Page 2 of 8


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apple Tree Partners I, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 93,588,782
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 93,588,782


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,588,782
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. Q4524B106		13G		Page 3 of 8


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apple Tree Ventures I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 93,588,782
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 93,588,782


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,588,782
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

SEC 1745 (3-98)


CUSIP No. Q4524B106		13G		Page 4 of 8


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Seth L. Harrison
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 93,588,782
		7 SOLE DISPOSITIVE POWER
		8 SHARED DISPOSITIVE POWER 93,588,782


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,588,782
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. Q4524B106		13G		Page 5 of 8

Item 1

(a).

Name of Issuer:

HeartWare International, Inc. (f/k/a HeartWare Limited)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

Level 57, MLC Centre

19-29 Martin Place

Sydney, NSW 2000

Australia

Item 2

(a).

Names of Persons Filing:

Apple Tree Partners I, L.P. (the “Fund”); Apple Tree Ventures I, LLC, which is the sole general partner of the Fund (the “GP”); and Seth L. Harrison (“Harrison”), the sole managing member of the GP. Each person named in this paragraph is referred to herein as a “Reporting Person.”

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Fund, the GP, and Harrison is One Broadway, 14^th Floor, Cambridge, MA 02142.

Item 2

(c).

Citizenship:

The Fund and the GP are respectively a limited partnership and limited liability company organized under the laws of the State of Delaware. Harrison is a United States citizen.

Item 2

(d).

Title of Class of Securities:

Ordinary Shares, no par value.

Item 2

(e).

CUSIP Number:

Q4524B106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


CUSIP No. Q4524B106		13G		Page 6 of 8


Item 4.	Ownership.

	(a)	Amount Beneficially Owned:

		the Fund is the record owner of 93,588,782 shares (the “Shares”) as of December 31, 2008. As the sole general partner of the Fund, the GP may be deemed to own beneficially the Shares. As the sole managing member of the GP, the sole general partner of the Fund, Harrison may also be deemed to beneficially own the Shares.

	(b)	Percent of Class:

		See Line 11 of cover sheets. The percentages set forth on the cover sheets are calculated based on 310,356,839 shares reported to be outstanding by the Issuer in Form 10-Q as of October 31, 2008.

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote:

			See Line 5 of cover sheets.

		(ii)	shared power to vote or to direct the vote:

			See Line 6 of cover sheets.

		(iii)	sole power to vote or to direct the vote:

			See Line 7 of cover sheets.

		(iv)	shared power to dispose or to direct the disposition of:

			See Line 8 of cover sheets.

	Each Reporting Person disclaims beneficial ownership of such shares except for the shares, if any, such Reporting Person holds of record.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable. The Reporting Person expressly disclaims membership in a “group” as used in Rule 13d-5(b).

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).


CUSIP No. Q4524B106		13G		Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: February 9, 2009

APPLE TREE PARTNERS I, L.P.

By:	APPLE TREE VENTURES I, LLC General Partner

	By:	/s/ Seth L. Harrison
		Seth L. Harrison
		Managing Member

APPLE TREE VENTURES I, LLC

By:	/s/ Seth L. Harrison
	Seth L. Harrison
	Managing Member

/s/ Seth L. Harrison
Seth L. Harrison


CUSIP No. Q4524B106		13G		Page 8 of 8

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of HeartWare International, Inc. (f/k/a HeartWare Limited).

EXECUTED this 9th day of February, 2009.


APPLE TREE PARTNERS I, L.P.

By:	APPLE TREE VENTURES I, LLC General Partner

	By:	/s/ Seth L. Harrison
		Seth L. Harrison
		Managing Member

APPLE TREE VENTURES I, LLC

By:	/s/ Seth L. Harrison
	Seth L. Harrison
	Managing Member

/s/ Seth L. Harrison
Seth L. Harrison

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