HTWR Heartware International, Inc. (MM)

HEARTWARE INTERNATIONAL, INC. 2008 STOCK INCENTIVE PLAN

HEARTWARE INTERNATIONAL, INC. EMPLOYEE STOCK OPTION PLAN

HEARTWARE INTERNATIONAL, INC. RESTRICTED STOCK UNIT PLAN

HEARTWARE INTERNATIONAL, INC. INCENTIVE OPTION TERMS: NON-EXECUTIVE DIRECTORS

HEARTWARE INTERNATIONAL, INC. 2012 INCENTIVE AWARD PLAN

CIRCULITE, INC. 2004 STOCK OPTION PLAN

CIRCULITE, INC. MANAGEMENT SALE BONUS PLAN

(Full title of the plan)

Keyna P. Skeffington, Esq.

HeartWare International, Inc.

c/o Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Christopher Comeau

Paul Kinsella

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”), filed by HeartWare International, Inc., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”) remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):

Pursuant to an Agreement and Plan of Merger, dated June 27, 2016, by and among Medtronic, Inc., a Minnesota corporation (“Parent”), Medtronic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the Registrant, Purchaser was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation. The Merger became effective on August 23, 2016.

In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with the undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.