X0306 4 2015-02-23 0 0001389072 HeartWare International, Inc. HTWR 0001062538 MCAREE PETER F C/O HEARTWARE INTERNATIONAL, INC. 500 OLD CONNECTICUT PATH FRAMINGHAM MA 01701 0 1 0 0 SVP, CFO and Treasurer Restricted Stock Unit 2015-02-23 4 A 0 3500 0.00 A 2019-02-23 Common Stock 3500 24375 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units vest in four equal annual installments commencing on the first anniversary of the date of grant subject to the reporting person's continued employment by the Company through each anniversary date. In addition, the restricted stock units will immediately vest upon a change in control (as defined in the 2012 Incentive Award Plan) or upon the reporting person's death prior to settlement. /s/ Larry Knopf as Attorney-in-Fact 2015-02-25