144 1 b79833e144.htm FORM 144 e144

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION:   Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
     
 
OMB APPROVAL
  
 
OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response......... 2.00
  
 
SEC USE ONLY
  
 
DOCUMENT SEQUENCE NO.



  
 
CUSIP NUMBER



  
 
                                                                           
 
1 (a) NAME OF ISSUER
      (b) S.E.C. FILE NO.   WORK LOCATION  
 


HeartWare International, Inc.
     26-36326023   001-34256        
 
1 (d) ADDRESS OF ISSUER
    STREET     CITY     STATE     ZIP CODE     (e) TELEPHONE NO.  
 
 
    205 Newbury St., Suite 101     Framingham     MA   01701     AREA CODE

508 		    NUMBER

739-0950		  
 
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
        (b) RELATIONSHIP
TO ISSUER 		    (c) ADDRESS STREET     CITY     STATE     ZIP CODE  
 
Douglas Godshall
        Affiliate     c/o 205 Newbury St., Suite 101     Framingham     MA     01701  
 
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
                                                   
 
  3 (a)     (b)     SEC USE ONLY     (c)     (d)     (e)     (f)     (g)  
  Title of the     Name and Address of Each Broker Through Whom the     Broker-Dealer     Number of Shares     Aggregate     Number of Shares     Approximate     Name of Each  
  Class of     Securities are to be Offered or Each Market Maker     File Number     or Other Units     Market     or Other Units     Date of Sale     Securities  
  Securities     who is Acquiring the Securities           To Be Sold     Value     Outstanding     (See instr. 3(f))     Exchange  
  To Be Sold                 (See instr. 3(c))     (See instr. 3(d))     (See instr. 3(e))     (MO. DAY YR.)     (See instr. 3(g))  
 
Common Stock
    Morgan Stanley Smith Barney LLC
Haborside Financial Ctr., Plaza II, 7th Floor Jersey City, NJ 07311 Attn: Richard Fischer		             10,900       $423,574     13,626,663     02/26/10     NASDAQ
  
 
INSTRUCTIONS:

         
1.
  (a)   Name of issuer
 
  (b)   Issuer’s I.R.S. Identification Number
 
  (c)   Issuer’s S.E.C. file number, if any
 
  (d)   Issuer’s address, including zip code
 
  (e)   Issuer’s telephone number, including area code
 
       
2.
  (a)   Name of person for whose account the securities are to be sold
 
  (b)   Such person’s I.R.S. identification number, if such person is an entity
 
  (c)   Such person’s relationship to the issuer (e.g., officer, director, 10%
 
  (d)   stockholder, or member of immediate family of any of the foregoing) Such person’s address, including zip code
         
3.
  (a)   Title of the class of securities to be sold
 
  (b)   Name and address of each broker through whom the securities are intended to be sold
 
  (c)   Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
  (d)   Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
  (e)   Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown
 
  (f)   by the most recent report or statement published by the issuer
 
  (g)   Approximate date on which the securities are to be sold Name of each securities exchange, if any, on which the securities are intended to be sold


 

 

TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any of the purchase price or other consideration therefor:
                                                                 
                                         
  Title of     Date you         Name of Person from
Whom Acquired		     Amount of     Date of        
  the Class     Acquired     Nature of Acquisition
Transaction		     (If gift, also give date donor acquired)     Securities Acquired     Payment     Nature of Payment  
                                         
 
Common Stock
     02/22/2010     Received Via Company Stock Program     Heartware International, Inc.       24,999         N/A         N/A    
INSTRUCTIONS:         If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
                             
 
                    Amount of        
  Name and Address of Seller     Title of Securities Sold     Date of Sale     Securities Acquired     Gross Proceeds  
 
 
                          
 
REMARKS:   The reporting person sold an aggregate of 10,900 shares of common stock and utilized the sale proceeds to pay all taxes related to the vesting of restricted stock units and receipt of the related shares of common stock, which was reported on a Form 4 filed February 24, 2010.

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
February 26, 2010
 
DATE OF NOTICE
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.
     /s/ Douglas Godshall
 
(SIGNATURE)


The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)