X0306 4 2013-05-20 0 0001389072 HeartWare International, Inc. HTWR 0001404955 Harrison Seth Loring C/O APPLE TREE PARTNERS 821 BROADWAY, 5TH FLOOR NEW YORK NY 10003 1 0 0 0 Common Stock 2013-05-20 4 J 0 250000 0.00 D 0 I See footnote Common Stock 2013-05-20 4 J 0 47518 0.00 A 126768 I See footnote Common Stock 2013-05-20 4 J 0 126768 0.00 D 0 I See footnote Common Stock 2013-05-20 4 J 0 105136 0.00 A 153420 D Common Stock 2013-05-20 4 J 0 11682 0.00 A 16186 I See footnote Common Stock 6750 I See footnote Stock Option (right to buy) 95.05 2013-05-21 4 A 0 1000 0.00 A 2023-05-21 Common Stock 1000 4000 D Restricted Stock Unit 2013-05-21 4 A 0 1000 0.00 A 2017-05-21 Common Stock 1000 2250 D Distribution of shares by Apple Tree Partners I, LP to its partners on a pro-rata basis for no consideration. Represents shares held by Apple Tree Partners I, L.P. Dr. Harrison is the Managing Member of the General Partner of Apple Tree Partners I, L.P. Represents shares held by Apple Tree Ventures I LLC, the General Partner of Apple Tree Partners I LP. Dr. Harrison is the Managing Member of Apple Tree Ventures I LLC. Distribution of shares by Apple Tree Ventures I LLC, the General Partner of Apple Tree Partners I LP, to its partners on a pro-rata basis for no consideration. Represents shares acquired through distribution by Apple Tree Ventures I LLC. Represents shares held by Dr. Harrison's spouse, Ms. Ariane Harrison. Represents shares held by Tortoise Foundation, a charitable foundation managed by the reporting person. 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 Dr. Harrison'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 Dr. Harrison'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 Dr. Harrison'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 Dr. Harrison's death prior to settlement. /s/ Larry Knopf as Attorney-in-Fact 2013-05-22