Abiomed (ABMD) Form 4 ABIOMED / MICHAEL R MINOGUE 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^*

MINOGUE MICHAEL R

(Last) (First) (Middle)

C/O ABIOMED, INC.,

22 CHERRY HILL DRIVE

(Street)

DANVERS MA 01923

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ ABMD ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock $.01 par value	05/13/2016		F(6)		1,884(6)	D	$94.27	272,905	D
Common Stock $.01 par value	05/13/2016		G(7)	V	32,571(7)	D	$0	240,334	D
Common Stock $.01 par value	05/13/2016		G(7)	V	32,571(7)	A	$0	57,998	I	By Trust
Common Stock $.01 par value	05/14/2016		F(6)		29,095(6)	D	$94.08	211,239	D
Common Stock $.01 par value								655	I	By Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)	$13.57							06/01/2007	06/01/2016	Common Stock	0		82,000	D
Stock Option (right to buy)(1)	$13.8							05/23/2009(2)	05/23/2018	Common Stock	0		28,333	D
Stock Option (right to buy)(3)	$18.63							06/15/2009(4)	08/13/2018	Common Stock	0		76,875	D
Stock Option (right to buy)(3)	$5.86							05/28/2010(2)	05/28/2019	Common Stock	0		56,700	D
Stock Option (right to buy)(3)	$10.03							06/03/2011(2)	06/03/2020	Common Stock	0		105,000	D
Stock Option (Right to Buy)(3)	$22.44							05/22/2013(2)	05/22/2022	Common Stock	0		50,000	D
Stock Option (Right to Buy)(3)	$23.15							05/14/2014(2)	05/14/2024	Common stock	0		21,250	D
Stock Option (right to buy)(3)	$21.55							05/14/2015(5)	05/14/2024	Common Stock	0		85,000	D
Stock Option (right to buy)(3)	$66.25							05/13/2016(5)	05/13/2025	Common Stock	0		35,000	D

Explanation of Responses:

1. Grant to reporting person of option to buy shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan.

2. These options become exercisable in annual 25% increments, commencing on the date shown in Table II, Column 6.

3. Grant to reporting person of option to buy the number of shares of Common Stock set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.

4. These options become exercisable based on the achievement of certain performance milestones.

5. These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.

6. Transaction represents shares of common stock withheld solely for payment of withholding tax liability associated with the vesting of awards of restricted stock units in accordance with the time periods set forth in such awards.

7. This transaction represents the transfer of common stock by bona fide gift from the reporting person to Trust.

	/s/ Stephen C. McEvoy (by power of attorney)	05/17/2016
	** 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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