X0305 4 2012-05-08 0 0001389072 HeartWare International, Inc. HTWR 0001404237 LaRose Jeffrey C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 0 1 0 0 Chief Scientifc Officer Common Stock 2012-05-08 4 M 0 2142 0.00 A 13951 D Common Stock 2012-05-09 4 S 0 546 76.99 D 13405 D Common Stock 2012-05-09 4 S 0 274 77.37 D 13131 D On November 16, 2007 the reporting person was granted restricted stock units to purchase an aggregate of 8,571 shares of common stock. The award vests in four installments based on HeartWare's satisfication of certain performance criteria. The performance criteria of the third installment of the award was met on May 8, 2012 resulting in the automatic issuance of 2,142 shares of common stock. 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. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $76.22 to $77.22. 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. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $77.23 to $77.58. 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. /s/ Lauren Farrell as Attorney-in-Fact 2012-05-10