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*
MINOGUE MICHAEL R

(Last) (First) (Middle)
C/O ABIOMED, INC.,
22 CHERRY HILL DRIVE

(Street)
DANVERS MA 01923

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ ABMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO, Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2014
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)
Code V Amount (A) or (D) Price
Common Stock $.01 par value 05/23/2014 S 31,167 (6) D $21.0153 (5) 229,745 D
Common Stock, $.01 par value 05/27/2014 S 58,834 (6) D $21.2816 (8) 170,911 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) $13.57 06/01/2007 06/01/2016 Common Stock 246,383 246,383 D
Stock Option (right to buy) (1) $11.27 05/30/2008 05/30/2017 Common Stock 85,000 85,000 D
Stock Option (right to buy) (1) $13.8 05/23/2009 (2) 05/23/2018 Common Stock 43,333 43,333 D
Stock Option (right to buy) (3) $18.63 06/15/2009 (4) 08/13/2018 Common Stock 93,750 93,750 D
Stock Option (right to buy) (3) $5.86 05/28/2010 (2) 05/28/2019 Common Stock 109,500 108,800 D
Stock Option (right to buy) (3) $5.86 05/28/2010 (2) 05/28/2019 Common Stock 108,800 73,000 D
Stock Option (right to buy) (3) $5.86 03/31/2010 (2) 05/28/2019 Common Stock 130,500 130,500 D
Stock Option (right to buy) (3) $10.03 06/03/2011 (2) 06/03/2020 Common Stock 105,000 105,000 D
Stock Option (Right to Buy) (3) $22.44 05/22/2013 (2) 05/22/2022 Common Stock 100,000 100,000 D
Stock Option (Right to Buy) (3) $23.15 05/14/2014 (2) 05/14/2024 Common stock 85,000 85,000 D
Stock Option (right to buy) (3) $21.55 05/14/2015 (7) 05/14/2024 Common Stock 85,000 85,000 D
Explanation of Responses:
1. Grant to reporting person of option to buy shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan.
2. These options become exercisable in annual 25% increments, commencing on the date shown in Table II, Column 6.
3. Grant to reporting person of option to buy the number of shares of Common Stock set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.
4. These options become exercisable based on the achievement of certain performance milestones.
5. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $21.0000 and $21.4300. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
6. Sale of common stock pursuant to reporting owner's 10b5-1 plan.
7. These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.
8. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $21.0000 and $21.6200. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
/s/ Stephen C. McEvoy (by power of attorney) 05/28/2014
** 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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