X0306 4 2012-09-20 0 0001389072 HeartWare International, Inc. HTWR 0001062538 MCAREE PETER F C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 0 1 0 0 SVP, CFO and Treasurer Restricted Stock Unit 2012-09-20 4 A 0 25000 0.00 A 2016-07-09 Common Stock 25000 25000 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 July 9, 2013, July 9, 2014, July 9, 2015 and July 9, 2016, subject to Mr. McAree's continuous employment by the Company through each such date. In addition, the restricted stock units will immediately vest upon the occurrence of a change in control (as defined in the 2012 Incentive Award Plan) or upon Mr. McAree's death prior to settlement. /s/ Lauren Farrell as Attorney-in-Fact 2012-09-24