X0303 4 2010-12-09 0001389072 HeartWare International, Inc. HTWR 0001404955 Harrison Seth Loring APPLE TREE PARTNERS ONE BROADWAY, 14TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 Common Stock 2010-12-09 4 S 0 1000000 77.855 D 1673962 I See footnote Pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of December 9, 2010, among Apple Tree Partners I, L.P. (the "Selling Stockholder"), the Issuer, and the underwriters named therein (the "Underwriters"), the Selling Stockholder has agreed to sell an aggregate of 1,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), of the Issuer to the Underwriters, in connection with a registered public offering. The closing of the sale of such shares is expected to occur on or about December 15, 2010, and is subject to customary conditions. The securities held by the reporting person prior to the sale reported herein were previously reported as ordinary shares in HeartWare LTD. (ASX: HTW) prior to the Issuer's redomiciliation from Australia to Delaware. The securities are held of record by the Selling Stockholder. Dr. Harrison is Managing Member of Apple Tree Ventures I, LLC, the general partner of the Selling Stockholder. Dr. Harrison disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. /s/ Seth L. Harrison 2010-12-13