January 18, 2013
VIA FEDERAL EXPRESSAND EDGAR TRANSMISSION
Mr. Brian Cascio
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, DC 20549
Phone: 202-551-3676
| Re: | HeartWare International, Inc. |
Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
File No. 001-34256
Dear Mr. Cascio:
On behalf of HeartWare International, Inc. (“HeartWare” or the “Company”), and in connection with the letter dated January 18, 2013 and addressed to your attention from Stephen T. Giove of Shearman & Sterling LLP, which sets forth our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in your letter dated December 21, 2012 concerning the Company’s Form 10-K for the fiscal year ended December 31, 2011 the Company hereby acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and |
205 Newbury Street, Suite 101, Framingham, MA 01701 USA T 508.739.0950 F 508.739.0948 www.heartware.com
| • | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
If you have any questions concerning the matters referred to in this letter, please call Stephen T. Giove at Shearman & Sterling LLP at (212) 848-7325.
Sincerely,
/s/ Lauren Farrell
Lauren Farrell
Vice President, Finance
| cc: | Peter McAree, Chief Financial Officer |
Lawrence J. Knopf, General Counsel
Stephen T. Giove / Shearman & Sterling LLP
Julie Sherman / Securities & Exchange Commission
Martin James / Securities & Exchange Commission
205 Newbury Street, Suite 101, Framingham, MA 01701 USA T 508.739.0950 F 508.739.0948 www.heartware.com