X0305 4 2012-05-31 0 0001389072 HeartWare International, Inc. HTWR 0001034464 LARKIN C RAYMOND JR C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 1 0 0 0 Stock Option (right to buy) 81.37 2012-05-31 4 A 0 1000 0.00 A 2022-05-01 Common Stock 1000 3000 D Restricted Stock Unit 2012-05-31 4 A 0 1000 0.00 A 2016-05-01 Common Stock 1000 3209 D The stock options become exercisable in four equal installments on May 1, 2013, May 1, 2014, May 1, 2015 and May 1, 2016 subject to Mr. Larkin's continuous service as a director of the Company through each date. In addition, the stock options will immediately vest upon the occurrence of a change in control (as defined in the 2008 Stock Incentive Plan) or upon Mr. Larkin's death prior to settlement. 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 May 1, 2013, May 1, 2014, May 1, 2015 and May 1, 2016 subject to Mr. Larkin's continuous service as a director 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. Larkin's death prior to settlement. /s/ Lauren Farrell as Attorney-in-Fact 2012-06-04