X0306 4 2013-05-21 0 0001389072 HeartWare International, Inc. HTWR 0001120355 BARBERICH TIMOTHY J C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY ST., SUITE 101 FRAMINGHAM MA 01701 1 0 0 0 Stock Option (right to buy) 95.05 2013-05-21 4 A 0 1000 0.00 A 2023-05-21 Common Stock 1000 9714 D Restricted Stock Unit 2013-05-21 4 A 0 1000 0.00 A 2017-05-21 Common Stock 1000 2250 D The stock options become exercisable in four equal installments on May 1, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Barberich'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 2012 Incentive Award Plan) or upon Mr. Barberich'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, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Barberich'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 2012 Incentive Award Plan) or upon Mr. Barberich's death prior to settlement. /s/ Larry Knopf as Attorney-in-Fact 2013-05-22