FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stockman Robert Bernard
2. Issuer Name and Ticker or Trading Symbol

HeartWare International, Inc. [ HTWR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O HEARTWARE INTERNATIONAL, INC., 500 OLD CONNECTICUT PATH
3. Date of Earliest Transaction (MM/DD/YYYY)

6/3/2015
(Street)

FRAMINGHAM, MA 01701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $76.60   6/3/2015     A      1000       6/1/2016   (1) 6/1/2025   Common Stock   1000   $0.00   11714   D    
Restricted Stock Unit     (2) 6/3/2015     A      1000       6/1/2016   (3) 6/1/2016   Common Stock   1000   $0.00   1750   D    

Explanation of Responses:
( 1)  The stock options become exercisable on June 1, 2016 subject to the reporting person's continuous service as a director of the Company through June 1, 2016. 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 the reporting person's death prior to settlement.
( 2)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 3)  The restricted stock units vest on June 1, 2016 subject to the reporting person's continuous service as a director of the Company through June 1, 2016. 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 the reporting person's death prior to settlement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stockman Robert Bernard
C/O HEARTWARE INTERNATIONAL, INC.
500 OLD CONNECTICUT PATH
FRAMINGHAM, MA 01701
X



Signatures
/s/ Larry Knopf as Attorney-in-Fact 6/5/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Heartware International, Inc. (MM) (NASDAQ:HTWR)
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