X0306 4 2013-07-09 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 Common Stock 2013-07-09 4 M 0 6250 0.00 A 6250 D Common Stock 2013-07-10 4 S 0 2950 93.58 D 3300 D Restricted Stock Unit 2013-07-09 4 M 0 6250 0.00 D 2013-07-09 2013-07-09 Common Stock 6250 24350 D On September 20, 2012, the reporting person was granted restricted stock units to acquire 25,000 shares of HeartWare International common stock. The award vests in four equal installments on July 9, 2013, July 9, 2014, July 9, 2015 and July 9, 2016. On July 9, 2013, 6,250 shares of common stock were issued 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 taxes related to the vesting of restricted stock units and receipt of the related shares reported on this Form 4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. /s/ Larry Knopf as Attorney-in-Fact 2013-07-11