Statement of Changes in Beneficial Ownership (4)
March 04 2014 - 6:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
LaRose Jeffrey
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2. Issuer Name
and
Ticker or Trading Symbol
HeartWare International, Inc.
[
HTWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Scientific Officer
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(Last)
(First)
(Middle)
C/O HEARTWARE INTERNATIONAL, INC., 205 NEWBURY STREET, SUITE 101
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2014
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(Street)
FRAMINGHAM, MA 01701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/3/2014
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M
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2179
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A
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$15.61
(1)
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8019
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D
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Common Stock
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3/3/2014
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S
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1653
(2)
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D
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$92.95
(3)
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6366
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D
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Common Stock
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3/3/2014
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S
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526
(2)
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D
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$93.78
(4)
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5840
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$15.61
(5)
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3/3/2014
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M
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2179
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4/27/2009
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4/27/2015
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Common Stock
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2179
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$0.00
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6537
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D
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Explanation of Responses:
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(
1)
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The purchase price of US$15.61 has been converted from AU$17.50 at the spot rate on the date of the transaction.
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(
2)
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These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
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(
3)
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The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $92.64 to $93.48. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
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(
4)
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The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $93.66 to $94.30. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
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(
5)
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The exercise price of US$15.61 has been converted from AU$17.50 at the spot rate on the date of the transaction.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LaRose Jeffrey
C/O HEARTWARE INTERNATIONAL, INC.
205 NEWBURY STREET, SUITE 101
FRAMINGHAM, MA 01701
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Chief Scientific Officer
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Signatures
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/s/ Larry Knopf as Attorney-in-Fact
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3/4/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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