Sec Form 4 Filing - Harrison Seth Loring @ HeartWare International, Inc. - 2016-06-01

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 Harrison Seth Loring 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 APPLE TREE PARTNERS, 821 BROADWAY, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2016 (Street) NEW YORK, NY10003 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 06/01/2016 M 1,000 A $ 0 133,393 D Common Stock 14,936 I See Footnote ( 1 ) Common Stock 3,500 I See Footnote ( 2 )

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) $ 29.01 06/01/2016 A 1,000 06/01/2017( 3 ) 06/01/2026 Common Stock 1,000 $ 0 7,000 D Restricted Stock Unit ( 4 ) 06/01/2016 A 1,000 06/01/2017( 5 ) 06/01/2017 Common Stock 1,000 $ 0 2,250 D Restricted Stock Unit ( 4 ) 06/01/2016 M 1,000 06/01/2016 06/01/2016 Common Stock 1,000 $ 0 1,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harrison Seth Loring C/O APPLE TREE PARTNERS 821 BROADWAY, 5TH FLOOR NEW YORK, NY10003 X Signatures /s/ Larry Knopf as Attorney-in-Fact 06/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held by Mr. Harrison's spouse, Ms. Ariane Harrison ( 2 )Represents shares held by Tortoise Foundation, a charitable foundation managed by the reporting person. ( 3 )The stock options become exercisable on June 1, 2017 subject to the reporting person's continuous service as a director of the Company through June 1, 2017. 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. ( 4 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. ( 5 )The restricted stock units vest on June 1, 2017 subject to the reporting person's continuous service as a director of the Company through June 1, 2017. 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.

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).

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