Peter F Mcaree Form 4 HeartWare International / PETER F MCAREE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCAREE PETER F

(Last)

(First)

(Middle)

C/O HEARTWARE INTERNATIONAL, INC.

500 OLD CONNECTICUT PATH

(Street)

FRAMINGHAM

01701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HeartWare International, Inc. [ HTWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2016		U		19,005⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	08/23/2016		D			1,400	⁽³⁾	⁽³⁾	Common Stock	1,400	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			2,787	⁽³⁾	⁽³⁾	Common Stock	2,787	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			2,625	⁽³⁾	⁽³⁾	Common Stock	2,625	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			4,000	⁽³⁾	⁽³⁾	Common Stock	4,000	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			1,393	⁽³⁾	⁽³⁾	Common Stock	1,393	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			3,500	⁽³⁾	⁽³⁾	Common Stock	3,500	⁽³⁾	0	D
Restricted Stock Unit	⁽²⁾	08/23/2016		D			4,000	⁽³⁾	⁽³⁾	Common Stock	4,000	⁽³⁾	0	D
Stock Option (right to buy)	$33.49	08/23/2016		D			5,000	⁽⁴⁾	02/19/2026	Common Stock	5,000	⁽⁴⁾	0	D

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. Each restricted stock unit represents a right to receive one share of HeartWare common stock.

3. 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.

4. 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.

	/s/ Larry Knopf as Attorney-in-Fact	08/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Peter F Mcaree Form 4HeartWare International / PETER F MCAREE ownership change