SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomas Robert Bain

(Last)

(First)

(Middle)

C/O HEARTWARE INTERNATIONAL, INC.

205 NEWBURY ST., SUITE 101

(Street)

FRAMINGHAM

01701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HeartWare International, Inc. [ HTWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2013		S		1,928	D	$97.66⁽¹⁾	11,582	D
Common Stock	05/20/2013		S		572	D	$98.34⁽²⁾	11,010	D
Common Stock	05/20/2013		S		2,500	D	$98.73	8,870	I	See footnote⁽³⁾
Common Stock	05/21/2013		S		200	D	$97.69	8,670	I	See footnote⁽³⁾
Common Stock	05/20/2013		S		714⁽⁴⁾	D	$98.35⁽⁵⁾	10,000	I	See footnote⁽⁶⁾
Common Stock	05/20/2013		S		715⁽⁴⁾	D	$97.34⁽⁷⁾	9,285	I	See footnote⁽⁶⁾
Common Stock								5,000	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$95.05	05/21/2013		A		1,000		⁽⁹⁾	05/21/2023	Common Stock	1,000	$0.00	4,000	D
Restricted Stock Unit	⁽¹⁰⁾	05/21/2013		A		1,000		⁽¹¹⁾	05/21/2017	Common Stock	1,000	$0.00	2,250	D

Explanation of Responses:

1. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $97.18 to $97.97. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.

2. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $98.21 to $98.52. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.

3. Robert Thomas as Trustee of the RB Thomas Superannuation Fund.

4. The sale was executed in the form of the Company's Chess Depository Interests ("CDI's"), trading on the Australian Securities Exchange. The number of shares sold has been determined based on the ratio of 1 share of common stock per 35 CDI's.

5. The sale price have been converted from Australian dollars to the U.S. dollar equivalent at the spot rate on the date of the transaction.

6. Held by Mr. Thomas' spouse, Mrs. Kyrenia Thomas.

7. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $97.33 to $97.67. The sale prices have been converted from Australian dollars to the U.S. dollar equivalent at the spot rate on the date of the transaction. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.

8. Robert Thomas as Trustee of the Thomas Family Account.

9. The stock options become exercisable in four equal installments on May 1, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Thomas' continuous service as a director of the Company through each date. In addition, the stock options will immediately vest upon the occurrence of a change in control (as defined in the 2012 Incentive Award Plan) or upon Mr. Thomas' death prior to settlement.

10. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

11. The restricted stock units become exercisable in four equal installments on May 1, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Thomas' continuous service as a director of the Company through each date. In addition, the restricted stock units will immediately vest upon the occurrence of a change in control (as defined in the 2012 Incentive Award Plan) or upon Mr. Thomas' death prior to settlement.

Remarks:

	/s/ Larry Knopf as Attorney-in-Fact	05/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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