Sec Form 4 Filing - Greenfield Andrew J @ ABIOMED INC - 2014-05-14

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 Greenfield Andrew J 2. Issuer Name and Ticker or Trading Symbol ABIOMED INC [ ABMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Healthcare Solutions (Last) (First) (Middle) C/O ABIOMED, INC., 22 CHERRY HILL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2014 (Street) DANVERS, MA01923 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, $.01 par 05/14/2014 A 5,000 ( 6 ) ( 7 ) ( 8 ) A $ 0 62,025 D Common Stock, $.01 par 05/15/2014 S 952 ( 4 ) D $ 20.944 ( 5 ) 61,073 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 Op tion (right to buy) ( 1 ) $ 8.77 11/16/2006( 2 ) 11/16/2015 Common Stock 0 15,000 D Stock Option (right to buy) ( 1 ) $ 13.57 06/01/2007( 2 ) 06/01/2016 Common Stock 0 40,000 D Stock Option (right to buy) ( 1 ) $ 11.27 05/30/2008( 2 ) 05/30/2017 Common Stock 0 10,000 D Stock Option (right to buy) ( 1 ) $ 13.8 05/23/2009( 2 ) 05/23/2018 Common Stock 0 9,000 D Stock Option (right to buy) ( 3 ) $ 10.03 06/03/2011( 2 ) 06/03/2020 Common Stock 0 25,000 D Stock Option (right to buy) ( 3 ) $ 22.44 05/22/2013( 2 ) 05/22/2022 Common Stock 0 20,000 D Stock Option (right to buy) ( 3 ) $ 14.39 02/19/2014( 2 ) 02/19/2023 Common Stock 0 20,000 D Stock Option (Right to Buy) ( 3 ) $ 23.15 05/14/2014( 2 ) 05/14/2023 Common Stock 0 20,000 D Stock Option (right to buy) ( 3 ) $ 21.55 05/14/2014 A 15,000 05/14/2015( 9 ) 05/14/2024 Common Stock 15,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greenfield Andrew J C/O ABIOMED, INC. 22 CHERRY HILL DRIVE DANVERS, MA01923 VP Healthcare Solutions Signatures /s/ Stephen C. McEvoy (by power of attorney) 05/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant to reporting person of option to buy shares of Common Stock under ABIOMED, Inc. 2000 Stock Incentive Plan. ( 2 )These options became exercisable in annual 25% increments commencing on the date shown in Table II, Column 6. ( 3 )Grant to reporting person of option to buy shares of Common Stock under ABIOMED, Inc. 2008 Stock Incentive Plan. ( 4 )Sale of common stock pursuant to reporting owner's 10b5-1 plan sold to pay tax obligations upon vesting. ( 5 )This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $20.6200 and $21.4000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. ( 6 )Consists of restricted stock units granted to the reporting person. One third of the restricted stock units will vest and the underlying shares will be issued to the reporting person on each of May 14, 2015, May 14, 2016 and May 14, 2017, so long as the reporting person continues to be employed by the issuer on the vesting dates. ( 7 )In addition, performance share awards of up to 10,500 restricted units were granted to this reporting person on May 14, 2014. The number of restricted stock units that will become eligible for vesting pursuant to this award will be determined based on the issuer's fiscal 2015 financial performance. One third of the restricted stock units that become eligible for vesting will vest on the date the issuer first publicly an nounces its financial results for fiscal 2015. The remaining restricted stock units that become eligible for vesting will vest and the underlying shares will be delivered to the reporting person in equal tranches on each of May 14, 2016 and May 14, 2017, in all cases, so long as the reporting person continues to be employed by the issuer on the vesting dates. ( 8 )In addition, performance share awards of up to 12,000 restricted units were granted to this reporting person on May 14, 2014. One half of these restricted stock units will vest immediately upon the issuer's achievement of certain regulatory milestones within three years of the date of grant, with the remaining vesting on the first anniversary of such achievement. ( 9 )These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.

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