Sec Form 4 Filing - Godshall Douglas Evan @ HeartWare International, Inc. - 2016-08-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Godshall Douglas Evan
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
X __ Officer (give title below) _____ Other (specify below)
President & Chief Exec Officer
(Last) (First) (Middle)
C/O HEARTWARE INTERNATIONAL, INC., 500 OLD CONNECTICUT PATH
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2016
(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 08/23/2016 U 84,345 ( 1 ) D $ 58 0 D
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) $ 29.3 ( 2 ) 08/23/2016 D 37,344 ( 3 ) 09/04/2016 Common Stock 37,344 ( 3 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 13,750 ( 5 ) ( 5 ) Common Stock 13,750 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 13,750 ( 5 ) ( 5 ) Common Stock 13,750 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 13,750 ( 5 ) ( 5 ) Common Stock 13,750 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 5,000 ( 5 ) ( 5 ) Common Stock 5,000 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 5,500 ( 5 ) ( 5 ) Common Stock 5,500 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 5,000 ( 5 ) ( 5 ) Common Stock 5,000 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 11,000 ( 5 ) ( 5 ) Common Stock 11,000 ( 5 ) 0 D
Restricted Stock Unit ( 4 ) 08/23/2016 D 10,312 ( 5 ) ( 5 ) Common Stock 10,312 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Godshall Douglas Evan
C/O HEARTWARE INTERNATIONAL, INC.
500 OLD CONNECTICUT PATH
FRAMINGHAM, MA01701
X President & Chief Exec Officer
Signatures
/s/ Larry Knopf as Attorney-in-Fact 08/24/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of in a tender offer by Medtronic Acquisition Corp., a Delaware Corporation ("Purchaser") to acquire all of the outstanding shares of common stock of HeartWare International, Inc., a Delaware corporation ("HeartWare") for $58.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 27, 2016, by and among HeartWare, Purchaser, and Medtronic, Inc., a Minnesota corporation (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
( 2 )The exercise price of US$29.30 has been converted from AU$38.50 using the August 22, 2016 end of the day exchange rate of 0.76105.
( 3 )Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
( 4 )Each restricted stock unit represents a right to receive one share of HeartWare common stock.
( 5 )Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes.

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 Number.