Sec Form 4 Filing - Thomas Robert Bain @ HeartWare International, Inc. - 2013-05-20

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Thomas Robert Bain 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., 205 NEWBURY ST., SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2013 (Street) FRAMINGHAM, MA01701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 05/20/2013 S 1,928 D $ 97.66 ( 1 ) 11,582 D Common Stock 05/20/2013 S 572 D $ 98.34 ( 2 ) 11,010 D Common Stock 05/20/2013 S 2,500 D $ 98.73 8,870 I See footnote ( 3 ) Common Stock 05/21/2013 S 200 D $ 97.69 8,670 I See footnote ( 3 ) Common Stock 05/20/2013 S 714 ( 4 ) D $ 98.35 ( 5 ) 10,000 I See footnote ( 6 ) Common Stock 05/20/2013 S 715 ( 4 ) D $ 97.34 ( 7 ) 9,285 I See footnote ( 6 ) Common Stock 5,000 I See footnote ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 95.05 05/21/2013 A 1,000 ( 9 ) 05/21/2023 Common Stock 1,000 $ 0 4,000 D Restricted Stock Unit ( 10 ) 05/21/2013 A 1,000 ( 11 ) 05/21/2017 Common Stock 1,000 $ 0 2,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas Robert Bain C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY ST., SUITE 101 FRAMINGHAM, MA01701 X Signatures /s/ Larry Knopf as Attorney-in-Fact 05/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $97.18 to $97.97. 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. ( 2 )The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $98.21 to $98.52. 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. ( 3 )Robert Thomas as Trustee of the RB Thomas Superannuation Fund. ( 4 )The sale was executed in the form of the Company's Chess Depository Interests ("CDI's"), trading on the Australian Securities Exchange. The number of shares sold has been determined based on the ratio of 1 share of common stock per 35 CDI's. ( 5 )The sale price have been converted from Australian dollars to the U.S. dollar equivalent at the spot rate on the date of the transaction. ( 6 )Held by Mr. Thomas' spouse, Mrs. Kyrenia Thomas. ( 7 )The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $97.33 to $97.67. The sale prices have been converted from Australian dollars to the U.S. dollar equivalent at the spot rate on the date of the transaction. 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. ( 8 )Robert Thomas as Trustee of the Thomas Family Account. ( 9 )The stock options become exercisable in four equal installments on May 1, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Thomas' continuous service as a director of the Company through each date. 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 Mr. Thomas' death prior to settlement. ( 10 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. ( 11 )The restricted stock units become exercisable in four equal installments on May 1, 2014, May 1, 2015, May 1, 2016 and May 1, 2017 subject to Mr. Thomas' continuous service as a director of the Company through each date. 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 Mr. Thomas' death prior to settlement.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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