Sec Form 4 Filing - Howley Michael G @ ABIOMED INC - 2014-05-23

Insider filing report for Changes in Beneficial Ownership
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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
Howley Michael G
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, Global Sales & Marketing
(Last) (First) (Middle)
C/O ABIOMED, INC., 22 CHERRY HILL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2014
(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 value 05/23/2014 S 3,789 ( 4 ) D $ 20.9632 ( 5 ) 70,697 D
Common Stock, $.01 par value 05/27/2014 S 5,434 ( 4 ) D $ 21.2065 ( 7 ) 65,263 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) ( 1 ) $ 5.23 03/05/2009( 2 ) 03/05/2019 Common Stock 25,000 25,000 D
Stock Option (right to buy) ( 1 ) $ 5.86 03/31/2010( 3 ) 05/28/2019 Common Stock 15,000 15,000 D
Stock Option (right to buy) ( 1 ) $ 10.03 06/03/2011( 2 ) 06/03/2020 Common Stock 30,000 30,000 D
Stock Option (Right to buy) ( 1 ) $ 22.44 05/22/2013( 2 ) 05/22/2022 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) ( 1 ) $ 23.15 05/14/2014( 2 ) 05/14/2023 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) ( 1 ) $ 21.55 05/14/2015( 6 ) 05/14/2024 Common Stock 25,000 25,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Howley Michael G
C/O ABIOMED, INC.
22 CHERRY HILL DRIVE
DANVERS, MA01923
VP, Global Sales & Marketing
Signatures
/s/ Stephen C. McEvoy (by power of attorney) 05/28/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant to reporting person of option to buy the number of shares of common stock set forth on Table II, Column 7, under the Abiomed, Inc. 2008 Stock Incentive Plan.
( 2 )These options become exerciseable in annual 25% increments, commencing on the date shown forth in Table II, Column 6.
( 3 )These options became exerciseable upon the achievement of a certain performance milestone.
( 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 $20.8600 and $21.4450. 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 )These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.
( 7 )This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $21.0000 and $21.5700. 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.

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