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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Godshall Douglas Evan

(Last)

(First)

(Middle)

C/O HEARTWARE INTERNATIONAL, INC.

205 NEWBURY STREET, 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
X	Officer (give title below)	Other (specify below)
	President & Chief Exec Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2012

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	09/16/2012		M		40,000⁽¹⁾	A	$0.00	74,841	D
Common Stock	09/17/2012		S		1,836⁽²⁾	D	$91.7⁽³⁾	73,005	D
Common Stock	09/17/2012		S		11,516⁽²⁾	D	$92.49⁽⁴⁾	61,489	D
Common Stock	09/18/2012		S		1,621⁽²⁾	D	$91.94⁽⁵⁾	59,868	D
Common Stock	09/18/2012		S		2,041⁽²⁾	D	$92.84⁽⁶⁾	57,827	D
Common Stock	09/18/2012		M		7,500	A	$40.48⁽⁷⁾	65,327	D
Common Stock	09/18/2012		S		1,923⁽⁸⁾	D	$92.27⁽⁹⁾	63,404	D
Common Stock	09/18/2012		S		5,577⁽⁸⁾	D	$93.03⁽¹⁰⁾	57,827	D

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)
Restricted Stock Unit	⁽¹¹⁾	09/16/2012		M			40,000	09/16/2012	09/16/2012	Common Stock	40,000	$0.00	52,837	D
Stock Option (right to buy)	$40.48⁽¹²⁾	09/18/2012		M			7,500	09/18/2008	09/18/2016	Common Stock	7,500	$0.00	110,344	D

Explanation of Responses:

1. On May 4, 2010, upon receipt of stockholder approval, the reporting person was granted restricted stock units to acquire 120,000 shares of HeartWare International common stock. The award vested in three equal installments on September 16, 2010, September 16, 2011 and September 16, 2012. On September 16, 2012, 40,000 shares of common stock were automatically issued to the reporting person.

2. These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The sale proceeds were utilized to pay all payroll taxes related to the vesting of restricted stock units and receipt of the related shares reported on this Form 4.

3. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $91.13 to $92.12. 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.

4. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $92.13 to $92.75. 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.

5. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $91.23 to $92.21. 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.

6. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $92.25 to $93.11. 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.

7. The purchase price of US$40.48 has been converted from AU$38.50 at the spot rate on the date of the transaction.

8. These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

9. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $91.80 to $92.76. 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.

10. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $92.81 to $93.23. 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.

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

12. The exercise price of US$40.48 has been converted from AU$38.50 at the spot rate on the date of the transaction.

Remarks:

	/s/ Lauren Farrell as Attorney-in-Fact	09/18/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.