Statement of Changes in Beneficial Ownership (4)
July 25 2016 - 6:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Strong Mark
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2. Issuer Name
and
Ticker or Trading Symbol
HeartWare International, Inc.
[
HTWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP, R&D and Quality
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(Last)
(First)
(Middle)
C/O HEARTWARE INTERNATIONAL, INC., 500 OLD CONNECTICUT PATH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2016
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(Street)
FRAMINGHAM, MA 01701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/21/2016
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M
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2500
(1)
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A
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$0.00
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5388
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D
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Common Stock
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7/22/2016
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S
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814
(2)
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D
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$57.71
(3)
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4574
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D
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Common Stock
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7/22/2016
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S
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1061
(4)
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D
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$57.71
(3)
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3513
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(5)
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7/21/2016
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M
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2500
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7/21/2016
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7/21/2016
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Common Stock
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2500
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$0.00
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20053
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D
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Explanation of Responses:
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(
1)
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On September 9, 2014, the reporting person was granted restricted stock units to acquire 10,000 shares of HeartWare International common stock. The award vests in four equal installments on July 21, 2015, July 21, 2016, July 21, 2017 and July 21, 2018. On July 21, 2016, 2,500 shares of common stock were issued to the reporting person.
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(
2)
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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.
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(
3)
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This price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from 57.65 to 57.74. 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.
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(
4)
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These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
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(
5)
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Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Strong Mark
C/O HEARTWARE INTERNATIONAL, INC.
500 OLD CONNECTICUT PATH
FRAMINGHAM, MA 01701
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Senior VP, R&D and Quality
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Signatures
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/s/ Larry Knopf as Attorney-in-Fact
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7/25/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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