X0306 4 2013-05-21 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 Restricted Stock Unit 2013-05-21 4 A 0 20000 0.00 A 2017-02-07 Common Stock 20000 58225 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 February 7, 2014, February 7, 2015, February 7, 2016 and February 7, 2017 subject to Mr. Godshall's continuous service as an employee 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. Godshall's death prior to settlement. /s/ Larry Knopf as Attorney-in-Fact 2013-05-23