X0303 4 2011-02-22 0 0001389072 HeartWare International, Inc. HTWR 0001321437 Farrell Lauren C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 0 1 0 0 VP, Finance Common Stock 2011-02-22 4 M 0 535 0.00 A 1770 D Common Stock 2011-02-22 4 S 0 179 87.69 D 1591 D Common Stock 2011-02-23 4 S 0 985 86.64 D 606 D Restricted Stock Unit 2011-02-22 4 M 0 535 0.00 D 2011-02-22 2018-08-13 Common Stock 535 5000 D On August 13, 2008, the reporting person was granted restricted stock units to purchase an aggregate of 2,142 shares of common stock. The award vests in three installments based on HeartWare's satisfication of certain performance criteria. The second installment of the award vested on February 22, 2011 and 535 shares of common stock were automatically issued to the reporting person. 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 taxes related to the vesting of restricted stock units and receipt of the related shares reported on this Form 4. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $86.35 to $88.86. 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. 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 price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $86.01 to $86.93. 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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. /s/ David McIntyre as Attorney-in-Fact 2011-02-24