X0306 4 2015-02-24 0 0001389072 HeartWare International, Inc. HTWR 0001404227 Godshall Douglas Evan C/O HEARTWARE INTERNATIONAL, INC. 500 OLD CONNECTICUT PATH FRAMINGHAM MA 01701 1 1 0 0 President & Chief Exec Officer Common Stock 2015-02-24 4 M 0 5500 0.00 A 72512 D Common Stock 2015-02-25 4 S 0 1842 89.58 D 70670 D Restricted Stock Unit 2015-02-24 4 M 0 5500 0.00 D 2015-02-24 2015-02-24 Common Stock 5500 49250 D On February 24, 2014, the reporting person was granted restricted stock units to acquire 22,000 shares of HeartWare International common stock. The award vests in four equal annual installments commencing on February 24, 2015. On February 24, 2015, 5,500 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 all payroll taxes related to the vesting of restricted stock units and receipt of the related shares reported on this Form 4. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $89.18 to $89.94. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range. 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 2015-02-26