0000947871-16-001443.txt : 20160824 0000947871-16-001443.hdr.sgml : 20160824 20160824134216 ACCESSION NUMBER: 0000947871-16-001443 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160823 FILED AS OF DATE: 20160824 DATE AS OF CHANGE: 20160824 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-739-0873 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: HeartWare LTD DATE OF NAME CHANGE: 20070206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leadley Katrin CENTRAL INDEX KEY: 0001617986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34256 FILM NUMBER: 161849028 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 4 1 ss7675_4.xml OWNERSHIP DOCUMENT X0306 4 2016-08-23 1 0001389072 HeartWare International, Inc. HTWR 0001617986 Leadley Katrin C/O HEARTWARE INTERNATIONAL, INC. 500 OLD CONNECTICUT PATH FRAMINGHAM MA 01701 0 1 0 0 Chief Medical Officer Restricted Stock Unit 2016-08-23 4 D 0 11250 D Common Stock 11250 0 D Restricted Stock Unit 2016-08-23 4 D 0 2625 D Common Stock 2625 0 D Restricted Stock Unit 2016-08-23 4 D 0 2000 D Common Stock 2000 0 D Restricted Stock Unit 2016-08-23 4 D 0 4000 D Common Stock 4000 0 D Restricted Stock Unit 2016-08-23 4 D 0 3500 D Common Stock 3500 0 D Restricted Stock Unit 2016-08-23 4 D 0 4000 D Common Stock 4000 0 D Stock Option (right to buy) 33.49 2016-08-23 4 D 0 5000 D 2026-02-19 Common Stock 5000 0 D Each restricted stock unit represents a right to receive one share of HeartWare common stock. Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes. Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof. /s/ Larry Knopf as Attorney-in-Fact 2016-08-24