X0305 4 2012-05-31 0 0001389072 HeartWare International, Inc. HTWR 0001404227 Godshall Douglas Evan C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 1 1 0 0 President & Chief Exec Officer Restricted Stock Unit 2012-05-31 4 A 0 36000 0.00 A 2015-12-21 Common Stock 36000 92837 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units become exercisable in four equal installments on December 21, 2012, December 21, 2013, December 21, 2014 and December 21, 2015 subject to Mr. Godshall's continuous service as an employee of the Company through each date. In addition, the restricted stock units will immediately vest upon the occurrence of a change in control (as defined in the 2008 Stock Incentive Plan) or upon Mr. Godshall's death prior to settlement. /s/ Lauren Farrell as Attorney-in-Fact 2012-06-04