X0306 4 2012-11-20 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 2012-11-20 4 M 0 8572 0.00 A 66399 D Common Stock 2012-11-21 4 S 0 223 81.78 D 66176 D Common Stock 2012-11-21 4 S 0 1109 82.88 D 65067 D Common Stock 2012-11-21 4 S 0 688 83.91 D 64379 D Common Stock 2012-11-21 4 S 0 1682 84.85 D 62697 D Common Stock 2012-11-21 4 S 0 76 85.79 D 62621 D Common Stock 2012-11-21 4 S 0 39 87.00 D 62582 D On July 31, 2009 the reporting person was granted restricted stock units to purchase an aggregate of 34,285 shares of common stock. The award vested in three installments based on HeartWare's satisfaction of certain performance criteria. The performance criteria of the third installment of the award was met on November 20, 2012 resulting in the issuance of 8,572 shares of common stock 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 $81.45 to $82.10. 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 $82.50 to $83.49. 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 $83.55 to $84.48. 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 $84.55 to $85.53. 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 $85.75 to $85.82. 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 2012-11-23