Abiomed (ABMD) Form 4 ABIOMED / Michael G Howley 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^*

Howley Michael G

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Global Sales & Marketing

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

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	08/08/2016		M(5)		10,000(5)	A	$10.03	65,558	D
Common Stock, $.01 par value	08/08/2016		S(5)		10,802(5)	D	$118.9321(6)	54,756	D
Common Stock, $.01 par value	08/08/2016		S(5)		7,051(5)	D	$119.6035(7)	47,705	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)	$10.03	08/08/2016		M(5)			10,000(5)	06/03/2011(2)	06/03/2020	Common Stock	10,000	$0	0	D
Stock Option (Right to buy)(1)	$22.44							05/22/2013(2)	05/22/2022	Common Stock	0		25,000	D
Stock Option (Right to Buy)(1)	$23.15							05/14/2014(2)	05/14/2023	Common Stock	0		25,000	D
Stock Option (Right to Buy)(1)	$21.55							05/14/2015(3)	05/14/2024	Common Stock	0		25,000	D
Stock Option (Right to Buy)(1)	$66.25							05/13/2016(3)	05/13/2025	Common Stock	0		5,000	D
Stock Option (Right to Buy)(4)	$99.62							05/24/2017(3)	05/24/2026	Common Stock	0		8,000	D

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

4. 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. 2015 Omnibus Incentive Plan.

5. Sale of common stock pursuant to reporting owner's 10b5-1 plan.

6. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $118.3500 and $119.3300. 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

7. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $119.3600 and $120.0000. 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

	/s/ Stephen C. McEvoy (by power of attorney)	08/10/2016
	** 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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