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 *

SUTTER MARTIN P 		2. Issuer Name and Ticker or Trading Symbol

ABIOMED INC [ ABMD ] 		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)

22 CHERRY HILL DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2017
(Street)

DANVERS, MA 01923
(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
Common Stock, $0.01 par value   3/31/2017     A (6)    135   (6) A $0   164726   D    
Common Stock, $0.01 par value                  946818   I   By Essex Woodland Health Ventures, VI, LP   (1)
Common Stock, $0.01 par value                  503182   I   By Essex Woodlands Health Ventures Fund VII, LP   (2)

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)   (3) $13.91                    5/20/2009   (4) 5/20/2018   Common Stock   25000     25000   D    
Stock Option (right to buy)   (5) $18.63                    8/12/2009   8/13/2018   Common Stock   12000     12000   D    
Stock Option (right to buy)   (5) $7.67                    8/11/2010   8/12/2019   Common Stock   12000     12000   D    
Stock Option (right to buy)   (5) $9.99                    8/10/2011   8/11/2020   Common Stock   12000     12000   D    

Explanation of Responses:
(1)  These securities are held by Essex Woodlands Health Ventures Fund VI, L.P. Mr. Sutter is a managing director of Essex Woodlands Health Ventures, the partnership that owns the reported securities. As a managing director Mr. Sutter shares voting and investment powers for Essex Woodlands Health Ventures Fund VI, L.P.. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
(2)  These securities are held by Essex Woodlands Health Ventures Fund VII, L.P.. Mr. Sutter is a managing director of Essex Woodlands Health Ventures, the partnership that owns the reported securities. As a managing director Mr. Sutter shares voting and investment powers for Essex Woodlands Health Ventures Fund VII, L.P. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
(3)  Grant to reporting person to buy shares of Common Stock under ABIOMED, Inc. 2000 Stock Incentive Plan.
(4)  These options become exerciseable in annual 20% increments commencing on the date set forth in Table II, Column 6.
(5)  Grant to reporting person of option to buy shares of Common Stock set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.
(6)  This stock was issued to the Reporting Person in lieu of a retainer of $16,875 for compensation for his service as a board member of ABIOMED, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUTTER MARTIN P
22 CHERRY HILL DRIVE
DANVERS, MA 01923 		X



Signatures
/s/ Stephen C. McEvoy (by power of attorney) 4/13/2017
** 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.
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