July 2, 2012
VIA EDGAR TRANSMISSION AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz, Branch Chief – Legal
Request for Acceleration of HeartWare International, Inc.
Registration Statement on Form S-4 (File No. 333-180988)
Dear Ms. Ravitz:
Pursuant to Rule 461 of Regulation C, we request that the effective date of the Registration Statement on Form S-4 (File No. 333-180988) (the “Registration Statement”) of HeartWare International, Inc. (“HeartWare”), originally filed on April 26, 2012 and the amendments thereto filed on June 12, 2012, June 28, 2012 and July 2, 2012, be accelerated to July 2, 2012, or as soon as possible thereafter.
HeartWare acknowledges that the disclosure in the Registration Statement is the responsibility of HeartWare. HeartWare also represents to the Securities and Exchange Commission (the “Commission”) that should the Commission or the staff of the Commission (the “Staff”), acting pursuant to its delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and HeartWare represents that it will not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
HeartWare further acknowledges that the action of the Commission or the Staff, acting pursuant to its delegated authority, in declaring the filing effective does not relieve HeartWare from its full responsibility for the adequacy and accuracy of the disclosures in the filing.
[Signature Page Follows]
205 Newbury Street, Suite 101, Framingham, MA 10701 USA T 508.739.0873 F 508.739.0948 www.heartware.com
Very truly yours, | ||||
HEARTWARE INTERNATIONAL, INC. | ||||
By:
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Name: | Lawrence J. Knopf | |||
Title: | Senior Vice President and General Counsel | |||
cc: | Robert M. Katz, Shearman & Sterling LLP | |
| Sean J. Skiffington, Shearman & Sterling LLP | ||
| Barbara Borden, Cooley LLP | ||
| Mark Weeks, Cooley LLP | ||
| Jay Mumford, Division of Corporate Finance, Securities and Exchange Commission |