X0306 4 2012-09-16 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 Common Stock 2012-09-16 4 M 0 40000 0.00 A 74841 D Common Stock 2012-09-17 4 S 0 1836 91.70 D 73005 D Common Stock 2012-09-17 4 S 0 11516 92.49 D 61489 D Common Stock 2012-09-18 4 S 0 1621 91.94 D 59868 D Common Stock 2012-09-18 4 S 0 2041 92.84 D 57827 D Common Stock 2012-09-18 4 M 0 7500 40.48 A 65327 D Common Stock 2012-09-18 4 S 0 1923 92.27 D 63404 D Common Stock 2012-09-18 4 S 0 5577 93.03 D 57827 D Restricted Stock Unit 2012-09-16 4 M 0 40000 0.00 D 2012-09-16 2012-09-16 Common Stock 40000 52837 D Stock Option (right to buy) 40.48 2012-09-18 4 M 0 7500 0.00 D 2008-09-18 2016-09-18 Common Stock 7500 110344 D On May 4, 2010, upon receipt of stockholder approval, the reporting person was granted restricted stock units to acquire 120,000 shares of HeartWare International common stock. The award vested in three equal installments on September 16, 2010, September 16, 2011 and September 16, 2012. On September 16, 2012, 40,000 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 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 $91.13 to $92.12. 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 $92.13 to $92.75. 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 $91.23 to $92.21. 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 $92.25 to $93.11. 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 purchase price of US$40.48 has been converted from AU$38.50 at the spot rate on the date of the transaction. 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 $91.80 to $92.76. 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 $92.81 to $93.23. 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. The exercise price of US$40.48 has been converted from AU$38.50 at the spot rate on the date of the transaction. /s/ Lauren Farrell as Attorney-in-Fact 2012-09-18