HTWR / Heartware International Inc. - Документы SEC, Годовой отчет, Доверенное заявление

HTWR / Heartware International Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) HEARTWARE INTERNATIONAL INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 422368100 (CUSIP Number) DECEMBER 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Heartware International SC TO-I/A

SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) HEARTWARE INTERNATIONAL, INC. (Name of Filing Persons (Issuer)) 3.50% Convertible Senior Notes due 2017 1.75% Converti

Heartware International 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34256 HeartWare International, Inc. (Exact name of registrant as

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction (Commission (I.R.S. Emp

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction (Commission (I.R.S. Emp

MEDTRONIC, ON BEHALF OF ITS SUBSIDIARY HEARTWARE INTERNATIONAL, INC., ANNOUNCES OFFER TO REPURCHASE HEARTWARE’S 3.50% CONVERTIBLE SENIOR NOTES DUE 2017 AND 1.75% CONVERTIBLE SENIOR NOTES DUE 2021

EX-99.(a)(5)(A) Exhibit (a)(5)(A) NEWS RELEASE Contacts: Fernando Vivanco Ryan Weispfenning Public Relations Investor Relations +1-763-505-3780 +1-763-505-4626 FOR IMMEDIATE RELEASE MEDTRONIC, ON BEHALF OF ITS SUBSIDIARY HEARTWARE INTERNATIONAL, INC., ANNOUNCES OFFER TO REPURCHASE HEARTWARE?S 3.50% CONVERTIBLE SENIOR NOTES DUE 2017 AND 1.75% CONVERTIBLE SENIOR NOTES DUE 2021 DUBLIN - Aug. 26, 2016

HEARTWARE INTERNATIONAL, INC. FUNDAMENTAL CHANGE REPURCHASE RIGHT NOTICE, NOTICE OF RIGHT TO CONVERT, NOTICE OF ENTRY INTO SUPPLEMENTAL INDENTURE AND OFFER TO REPURCHASE TO HOLDERS OF 3.50% Convertible Senior Notes due 2017 (CUSIP No. 422368 AA8) 1.7

EX-99.(a)(1) Exhibit (a)(1) HEARTWARE INTERNATIONAL, INC. FUNDAMENTAL CHANGE REPURCHASE RIGHT NOTICE, NOTICE OF RIGHT TO CONVERT, NOTICE OF ENTRY INTO SUPPLEMENTAL INDENTURE AND OFFER TO REPURCHASE TO HOLDERS OF 3.50% Convertible Senior Notes due 2017 (CUSIP No. 422368 AA8) 1.75% Convertible Senior Notes due 2021 (CUSIP No. 422368 AC4) NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of

Heartware International SC TO-I

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (issuer)) HEARTWARE INTERNATIONAL, INC. (Name of Filing Persons (issuer)) 3.50% Convertible Senior Notes due 2017 1.75% Convertible Senior Notes due

MEDTRONIC, ON BEHALF OF ITS SUBSIDIARY HEARTWARE INTERNATIONAL, INC., ANNOUNCES OFFER TO REPURCHASE HEARTWARE’S 3.50% CONVERTIBLE SENIOR NOTES DUE 2017 AND 1.75% CONVERTIBLE SENIOR NOTES DUE 2021

EX-99.(a)(5)(A) Exhibit (a)(5)(A) NEWS RELEASE Contacts: Fernando Vivanco Ryan Weispfenning Public Relations Investor Relations +1-763-505-3780 +1-763-505-4626 FOR IMMEDIATE RELEASE MEDTRONIC, ON BEHALF OF ITS SUBSIDIARY HEARTWARE INTERNATIONAL, INC., ANNOUNCES OFFER TO REPURCHASE HEARTWARE?S 3.50% CONVERTIBLE SENIOR NOTES DUE 2017 AND 1.75% CONVERTIBLE SENIOR NOTES DUE 2021 DUBLIN - Aug. 26, 2016

Heartware International SC TO-I

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (issuer)) HEARTWARE INTERNATIONAL, INC. (Name of Filing Persons (issuer)) 3.50% Convertible Senior Notes due 2017 1.75% Convertible Senior Notes due

HEARTWARE INTERNATIONAL, INC. FUNDAMENTAL CHANGE REPURCHASE RIGHT NOTICE, NOTICE OF RIGHT TO CONVERT, NOTICE OF ENTRY INTO SUPPLEMENTAL INDENTURE AND OFFER TO REPURCHASE TO HOLDERS OF 3.50% Convertible Senior Notes due 2017 (CUSIP No. 422368 AA8) 1.7

EX-99.(a)(1) Exhibit (a)(1) HEARTWARE INTERNATIONAL, INC. FUNDAMENTAL CHANGE REPURCHASE RIGHT NOTICE, NOTICE OF RIGHT TO CONVERT, NOTICE OF ENTRY INTO SUPPLEMENTAL INDENTURE AND OFFER TO REPURCHASE TO HOLDERS OF 3.50% Convertible Senior Notes due 2017 (CUSIP No. 422368 AA8) 1.75% Convertible Senior Notes due 2021 (CUSIP No. 422368 AC4) NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of

Heartware International FORM 15

FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34256 HeartWare International, Inc. (Exact name of registrant as

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 23, 2016 Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 23, 2016 Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 23, 2016 Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 23, 2016 Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 23, 2016 Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION

Heartware International POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

POSASR 1 d77059dposasr.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 23, 2016 Registration No. 333-193646 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-193646 UNDER THE SECURITIES ACT OF 1933 HEARTWARE INTERNATIONAL, INC. (Exact name of

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (

SECOND AMENDED AND RESTATED HEARTWARE INTERNATIONAL, INC. ARTICLE I

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF HEARTWARE INTERNATIONAL, INC. ***************** ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the corporation shall be established and maintained at the office of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and said corporation shall be the registered agent of this corporation in

HEARTWARE INTERNATIONAL, INC., as Issuer WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 to Indenture Dated as of December 15, 2010 3.50% Convertible Senior Notes Due 2017 1.75% Convertible

EX-4.1 4 d244076dex41.htm EX-4.1 Exhibit 4.1 HEARTWARE INTERNATIONAL, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 to Indenture Dated as of December 15, 2010 3.50% Convertible Senior Notes Due 2017 1.75% Convertible Senior Notes Due 2021 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of Augus

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTWARE INTERNATIONAL, INC.

EX-3.1 2 d244076dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTWARE INTERNATIONAL, INC. 1. The name of the corporation is HeartWare International, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at su

Heartware International SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 4 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title o

Heartware International SCHEDULE TO-T/A (AMENDMENT NO. 4)

SCHEDULE TO-T/A (Amendment No. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsid

MEDTRONIC COMPLETES ACQUISITION OF HEARTWARE INTERNATIONAL Broadens Heart Failure Leadership Into Growing Circulatory Support Sector

Exhibit (a)(5)(A) Exhibit (a)(5)(A) NEWS RELEASE Contacts: Christopher Garland Public Relations +1-763-526-1621 Ryan Weispfenning Investor Relations +1-763-505-2696 FOR IMMEDIATE RELEASE MEDTRONIC COMPLETES ACQUISITION OF HEARTWARE INTERNATIONAL Broadens Heart Failure Leadership Into Growing Circulatory Support Sector DUBLIN ? Aug.

Heartware International AMENDMENT NO. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of

Heartware International SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC

Heartware International SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC

Heartware International SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC

Heartware International AMENDMENT NO. 2 TO SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of

Heartware International AMENDMENT NO. 2 TO SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of

Heartware International SCHEDULE 14D-9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of

Heartware International SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC

Heartware International SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC

Heartware International 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HEARTWARE INTERNATIONAL REPORTS $68.7 MILLION IN SECOND QUARTER 2016 REVENUE

Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS $68.7 MILLION IN SECOND QUARTER 2016 REVENUE • Global revenue increased approximately 25% from first quarter of 2016 • U.S. revenue of $41 million represents a 23% sequential-quarter increase and a 5% decrease compared to second quarter of 2015 • International revenue of $27.7 million represents a 28% sequential-quarter increase and 9% decrease compared

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 28, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation

Heartware International SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share Pursuant to the Offer to Purchase dated July 26, 2016 MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, IN

EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase, dated July 26, 2016, and the related Letter of Transmittal and any amendments or su

Offer to Purchase for Cash All Outstanding Shares of Common Stock HEARTWARE INTERNATIONAL, INC. $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-o

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 by MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END

Offer to Purchase for Cash All Outstanding Shares of Common Stock HEARTWARE INTERNATIONAL, INC. $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-o

EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 by MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END

Letter of Transmittal To Tender Shares of Common Stock HEARTWARE INTERNATIONAL, INC. $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsid

EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share Pursuant to the Offer to Purchase Dated July 26, 2016 by MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,

Heartware International SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY (Na

CONFIDENTIAL DISCLOSURE AGREEMENT

EX-99.(D)(2) 7 d13886dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) CONFIDENTIAL DISCLOSURE AGREEMENT This Agreement dated January 19, 2016 (“Effective Date”), is by and between Medtronic, Inc., with a place of business at 8200 Coral Sea Street NE, SH Legal MVS76, Mounds View, MN 55112 (hereinafter called “Medtronic”) and HeartWare, Inc., with a place of business at 500 Old Connecticut Path, Building A,

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock HEARTWARE INTERNATIONAL, INC. $58.00 Per Share MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share by MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, IMMEDIATELY AFTER 11:59

Heartware International SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY (Na

Confidential Internal Communication – Not for Distribution

EX-99.1 Exhibit 99.1 Confidential Internal Communication – Not for Distribution Dear HeartWare Employees, Over the past two weeks, we have been engaging in integration discussions with employees across HeartWare and Medtronic, both in Miami Lakes and Framingham. We are grateful to all of you who helped plan, execute and participate in the meetings and tours of HeartWare facilities, and for making

Heartware International SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 42236

Heartware International SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 42236

HTWR / Heartware International Inc. / Hudson Executive Capital LP - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* HeartWare International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) John F. Brown Hudson Executive Capital LP 1185 Avenue of the Americas, 32nd Floor New York, NY 10036 with a c

SCHEDULE OF TRANSACTIONS SINCE THE MOST RECENT FILING OF SCHEDULE 13D

EX-1 2 exhibit1.htm EXHIBIT 1 - SCHEDULE OF TRANSACTIONS EFFECTED SINCE THE MOST RECENT FILING OF SCHEDULE 13D EXHIBIT 1 SCHEDULE OF TRANSACTIONS SINCE THE MOST RECENT FILING OF SCHEDULE 13D Party Effecting Transaction Transaction Date Quantity Average Price Hudson Executive Capital LP Sell 06/27/2016 110,000 57.6372 Hudson Executive Capital LP Sell 06/27/2016 115,000 57.4936 Hudson Executive Capi

June 27, 2016

EX-99.3 4 ss416ex9903.htm FORM OF MESSAGE TO THE COMPANY'S CUSTOMERS June 27, 2016 Dear [ customer ]: Earlier today, we announced in the attached joint press release, the exciting news of Medtronic’s planned acquisition of HeartWare. This acquisition will provide Medtronic with a strategic entry into the growing mechanical circulatory support (MCS) field, and provide HeartWare with greater resourc

Heartware International SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company) HEARTWARE INTERNATIONAL, INC. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 42236

HeartWare Colleagues,

EX-99.2 3 ss416ex9902.htm FORM OF MESSAGE TO THE COMPANY'S EMPLOYEES HeartWare Colleagues, This morning we announced significant and exciting news – Medtronic’s planned acquisition of HeartWare for approximately $1.1 billion. This is a tremendous event for our company and represents a major opportunity for all of our stakeholders – our customers, shareholders, patients and you, our employees. As t

MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO WITH ACQUISITION OF HEARTWARE INTERNATIONAL Extends Clinical and Commercial Leadership Into Growing Circulatory Support Sector

NEWS RELEASE Medtronic Contacts: Christopher Garland Public Relations +1-763-526-1621 Ryan Weispfenning Investor Relations +1-763-505-2696 HeartWare Contact: Christopher Taylor Investor Relations +1-508-739-0864 FOR IMMEDIATE RELEASE MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO WITH ACQUISITION OF HEARTWARE INTERNATIONAL Extends Clinical and Commercial Leadership Into Growing Circulatory Support Sector DUBLIN and FRAMINGHAM, Mass.

Heartware International SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HeartWare International, Inc. (Name of Subject Company (Issuer)) HeartWare International, Inc. (Name of Filing Persons (Issuer)) 3.50% Convertible Senior Notes due 2017 1.75% Convertible Senior Notes due

HEARTWARE INTERNATIONAL, INC. NOTICE OF ANTICIPATED MERGER EFFECTIVE DATE NOTICE OF RIGHT TO CONVERT 3.50% Convertible Senior Notes due 2017 1.75% Convertible Senior Notes due 2021 (the “Notes”) CUSIP Nos. 422368 AA8 and 422368 AC4

Exhibit (a)(5)(a) June 27, 2016 To: Holders of HeartWare International, Inc. 3.50% Convertible Senior Notes due 2017 and 1.75% Convertible Senior Notes due 2021 and Wilmington Trust, National Association Corporate Capital Markets 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402 Attention: HeartWare Administrator HEARTWARE INTERNATIONAL, INC. NOTICE OF ANTICIPATED MERGER EFFECTIVE DATE NOTIC

Our Definitive agreement announcement Terms of the deal Medtronic will purchase HeartWare in a transaction worth approximately $1.1 billion. Medtronic will acquire all outstanding shares of HeartWare for $58.00 per share. The acquisition is expected

EX-99.1 Further, TOGETHER John Liddicoat, M.D. Senior Vice President and President, CRHF June 27, 2016 + Exhibit 99.1 Important legal information The fine print This presentation is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of HeartWare stock. Medtronic?s subsidiary has not yet commenced the tender offer for shares of HeartWare?s stock described in thi

Heartware International SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY (Name of Fi

Heartware International SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HEARTWARE INTERNATIONAL, INC. (Name of Subject Company (Issuer)) MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED COMPANY (Na

Extends Clinical and Commercial Leadership Into Growing Circulatory Support Sector

EX-99 Exhibit 99.1 MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO WITH ACQUISITION OF HEARTWARE INTERNATIONAL June 27, 2016 5:45 AM CT Extends Clinical and Commercial Leadership Into Growing Circulatory Support Sector DUBLIN and FRAMINGHAM, Mass. ? June 27, 2016 ? Medtronic plc (NYSE: MDT), the global leader in medical technology, and HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction (Commission File (I.R.S.

June 26, 2016

June 26, 2016 Peter McAree 10 South Barn Road Hopkinton, MA 01748 Dear Peter, Reference is made to the employment letter (the ?Agreement?) between you, HeartWare, Inc.

June 26, 2016

EX-10.7 10 ss403ex1007.htm LETTER AMENDMENT June 26, 2016 James Schuermann 16 Meadowbrook Road Dover, MA 02030 Dear Jim, Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 5, 2008, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below. 1. Total Salary. Section 5(c) of t

June 26, 2016

June 26, 2016 Douglas Godshall 8 Overfield Drive Medfield, MA 02052 Dear Doug, Reference is made to the employment letters (the ?Agreements?) between you and HeartWare International, Inc.

June 26, 2016

EX-10.3 6 ss403ex1003.htm LETTER AMENDMENT June 26, 2016 Lawrence J. Knopf 2 Winslow Road Needham, MA 02492 Dear Larry, Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated March 21, 2011, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below. 1. Total Salary. The definition of “T

June 26, 2016

June 26, 2016 Mark Strong c/o HeartWare 500 Old Connecticut Path Framingham, MA 01701 Dear Mark, Reference is made to the employment letter (the ?Agreement?) between you and HeartWare, Inc.

June 26, 2016

EX-10.4 7 ss403ex1004.htm LETTER AMENDMENT June 26, 2016 Katrin Leadley, M.D. c/o HeartWare 500 Old Connecticut Path Framingham, MA 01701 Dear Katrin, Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 22, 2014, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below. 1.

AGREEMENT AND PLAN OF MERGER MEDTRONIC, INC., MEDTRONIC ACQUISITION CORP. HEARTWARE INTERNATIONAL, INC. Dated as of June 27, 2016 TABLE OF CONTENTS

EX-2.1 2 ss403ex0201.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AMONG MEDTRONIC, INC., MEDTRONIC ACQUISITION CORP. AND HEARTWARE INTERNATIONAL, INC. Dated as of June 27, 2016 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Action 5 ARTICLE II THE MERGER 6 Section 2.1 The Merger 6 Section 2.2 Effective Time 7

AMENDED AND RESTATED HEARTWARE INTERNATIONAL, INC. TABLE OF CONTENTS

AMENDED AND RESTATED BYLAWS OF HEARTWARE INTERNATIONAL, INC. TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Offices 1 ARTICLE II STOCKHOLDERS 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice of Meetings 2 2.5 Voting List 2 2.6 Quorum 3 2.7 Adjournments 3 2.8 Voting and Proxies 3 2.9 Action at Meeting 3 2.10 Notice of Stockholder Business 4 2.11 Conduct of Business 5 2.

June 26, 2016

EX-10.6 9 ss403ex1006.htm LETTER AMENDMENT June 26, 2016 Jeffrey LaRose c/o HeartWare 14420 NW 60th Avenue Miami Lakes, FL 33014 Dear Jeff, Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 16, 2009, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below. 1. Total Salar

MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO WITH ACQUISITION OF HEARTWARE INTERNATIONAL Extends Clinical and Commercial Leadership Into Growing Circulatory Support Sector

EX-99.1 2 ss414ex9901.htm PRESS RELEASE NEWS RELEASE Medtronic Contacts: Christopher Garland Public Relations +1-763-526-1621 Ryan Weispfenning Investor Relations +1-763-505-2696 HeartWare Contact: Christopher Taylor Investor Relations +1-508-739-0864 FOR IMMEDIATE RELEASE MEDTRONIC TO EXPAND HEART FAILURE PORTFOLIO WITH ACQUISITION OF HEARTWARE INTERNATIONAL Extends Clinical and Commercial Leader

Financial Statements and Exhibits, Other Events

8-K 1 ss4148k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other juris

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 2, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Commiss

HEARTWARE INTERNATIONAL, INC. ANNUAL MEETING – JUNE 2, 2016 Disclosure of Annual Meeting Votes

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL, INC. ANNUAL MEETING ? JUNE 2, 2016 Disclosure of Annual Meeting Votes The following table sets forth the voting results of HeartWare stockholders at HeartWare?s Annual Meeting of Stockholders held on June 2, 2016. No. Proposal Vote Type Vote Results Voted (%) 1. Election of Directors a) Chadwick Cornell For 13,394,956 98.59 % Withheld 190,967 1.41 % No

HeartWare International, Inc. Conflict Minerals Report For The Year Ended December 31, 2015

EX-1.01 Exhibit 1.01 HeartWare International, Inc. Conflict Minerals Report For The Year Ended December 31, 2015 Unless the context requires otherwise, references in this Conflict Minerals Report to ?HeartWare,? ?the Company,? ?we,? ?us? and ?our? refer to HeartWare International, Inc. and its consolidated direct and indirect subsidiaries. This is the Conflict Minerals Report of HeartWare for the

Heartware International SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 Old Connecticut Path Framingham, Massachusetts 01701 +1 508 739 0950 (Address of

HTWR / Heartware International Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

Heartware International 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HTWR / Heartware International Inc. / Hudson Executive Capital LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* HeartWare International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) John F. Brown Hudson Executive Capital LP 1185 Avenue of the Americas, 32nd Floor New York, NY 10036 with a c

SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS

EXHIBIT 1 SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares.

HEARTWARE INTERNATIONAL REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS – First quarter 2016 revenue of $55 million reflects lower year-over-year clinical trial revenue and competitive dynamics – – International Society for Heart and Lung Transplantatio

Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS ? First quarter 2016 revenue of $55 million reflects lower year-over-year clinical trial revenue and competitive dynamics ? ? International Society for Heart and Lung Transplantation (ISHLT) scientific sessions reinforce versatility of the HVAD? System ? ? Conference call today at 8:00 a.m. ET ? Framingham, Mass., Ma

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 4, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Commissi

Heartware International DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 10, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (C

March 11, 2016

EX-10.1 Exhibit 10.1 March 11, 2016 Chadwick M. Cornell 11712 Mount Curve Road Eden Prairie, MN 55347 Dear Chad: On behalf of HeartWare International, Inc., I am pleased to advise you that the Nominating and Governance Committee has recommended to the Board of Directors your appointment as a Director of HeartWare. The Board discussed your appointment at its March meeting. Following the March meeti

HEARTWARE APPOINTS CHADWICK M. CORNELL TO BOARD OF DIRECTORS

EX-99.1 3 d154233dex991.htm EX-99.1 Exhibit 99.1 HEARTWARE APPOINTS CHADWICK M. CORNELL TO BOARD OF DIRECTORS Framingham, Mass., March 14, 2016 – HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today announced the appointment of Chadwick M. Cornell to

Heartware International S-8

S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 26-3636023 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 500 Old Connecticut Path Framingham, MA 01701 (Address of

Heartware International FORM 10-K (Annual Report)

10-K 1 d122727d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-34256 HEARTWAR

LIST OF SUBSIDIARIES NAME OF SUBSIDIARY STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION HeartWare Pty. Limited (formerly HeartWare Limited) (1) Australia HeartWare, Inc. (2) Delaware HeartWare GmbH (3) Germany HeartWare (UK) Limited (4)

EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES NAME OF SUBSIDIARY STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION HeartWare Pty. Limited (formerly HeartWare Limited) (1) Australia HeartWare, Inc. (2) Delaware HeartWare GmbH (3) Germany HeartWare (UK) Limited (4) United Kingdom HeartWare France SAS (5) France World Heart Corporation (6) Delaware HeartWare Hong Kong Limited (7) Hong Kong 721

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 25, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL RESULTS ● Fourth Quarter 2015 Revenue of $68.1 Million ● Full-Year 2015 Revenue of $276.8 Million, an Increase of 6.3% Over Full-Year 2014 on a Constant-Currency Basis – Conf

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL RESULTS ? Fourth Quarter 2015 Revenue of $68.1 Million ? Full-Year 2015 Revenue of $276.8 Million, an Increase of 6.3% Over Full-Year 2014 on a Constant-Currency Basis ? Conference call today at 8:00 a.m. ET ? Framingham, Mass., February 25, 2016 - HeartWare International, Inc. (NASDAQ: HTWR), a leadin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 21, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Heartware International ADAGE CAPITAL PARTNERS GP LLC (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* HEARTWARE INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

Heartware International SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* HeartWare International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

HTWR / Heartware International Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEARTWARE INTERNATIONAL INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 422368100 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

HTWR / Heartware International Inc. / VANGUARD GROUP INC Passive Investment

heartwareinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: HeartWare International Inc Title of Class of Securities: Common Stock CUSIP Number: 422368100 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check th

HTWR / Heartware International Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* HeartWare International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 422368100 (CUSIP Number) January 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Heartware International SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* HeartWare International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Heartware International HTWR AS OF 12/31/2015 (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) HEARTWARE INTERNATIONAL INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this S

HEARTWARE INTERNATIONAL AND VALTECH CARDIO, LTD. ANNOUNCE TERMINATION OF PROPOSED ACQUISITION

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL AND VALTECH CARDIO, LTD. ANNOUNCE TERMINATION OF PROPOSED ACQUISITION Framingham, Mass., January 28, 2016 ?HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, and Valtech Cardio, Ltd., a privately held developer

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 28, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Com

COOPERATION AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?) is made and entered into as of January 28, 2016, by and among HeartWare International, Inc. (the ?Company?), Engaged Capital LLC (?Engaged?) and each of the other related Persons (as defined below) set forth on the signature pages hereto (collectively with Engaged, the ?Engaged Group?). The E

HEARTWARE INTERNATIONAL ANNOUNCES COOPERATION AGREEMENT WITH ENGAGED CAPITAL, LLC - HeartWare to Add New Board Member - - Engaged Capital to Withdraw Previously Nominated Slate of Directors -

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANNOUNCES COOPERATION AGREEMENT WITH ENGAGED CAPITAL, LLC - HeartWare to Add New Board Member - - Engaged Capital to Withdraw Previously Nominated Slate of Directors - Framingham, Mass., January 28, 2016 ?HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutioni

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 28, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS

EXHIBIT 2 SCHEDULE OF TRANSACTIONS EFFECTED DURING THE LAST 60 DAYS This Schedule sets forth information with respect to each purchase and sale of Shares that were effectuated during the past sixty days.

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, DOUGLAS L.

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, JAMES C. WOOLERY, hereby make, constitute and appoint each of JOHN F. BROWN and MICHAEL G. STELLWAGEN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Managing Partner of, member of or in other capacities with Hudson Executive C

HTWR / Heartware International Inc. / Hudson Executive Capital LP - HEARTWARE INTERNATIONAL, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HeartWare International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) John F. Brown Hudson Executive Capital LP 1185 Avenue of the Americas, 32nd Floor New York, NY 10036 With a copy to: Marc Weingar

Heartware International FORM 8-K (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 13, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

Heartware International FORM 8-K (Prospectus)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 13, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

HEARTWARE EXPANDS BOARD OF DIRECTORS WITH APPOINTMENT OF STEPHEN N. OESTERLE, M.D.

EX-99.1 Exhibit 99.1 HEARTWARE EXPANDS BOARD OF DIRECTORS WITH APPOINTMENT OF STEPHEN N. OESTERLE, M.D. Framingham, Mass., January 11, 2016 - HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today announced the appointment of Stephen Oesterle, M.D., to

PRESIDENT AND CEO DOUG GODSHALL

EX-99.1 JANUARY 11, 2016 · SAN FRANCISCO 34th Annual J.P. Morgan Healthcare Conference Exhibit 99.1 PRESIDENT AND CEO DOUG GODSHALL Forward-Looking Statements This announcement contains forward-looking statements that are based on management's beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or dev

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 11, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Com

500 Old Connecticut Path, Framingham, MA 01701 USA T 508.739.0950 F 508.739.0948 www.heartware.com

EX-10.1 Exhibit 10.1 January 11, 2016 Stephen N. Oesterle, M.D. 2410 Oliver Ave. S. Minneapolis, MN 55405-2449 Dear Steve: On behalf of HeartWare International, Inc., I am pleased to advise you that the Nominating and Governance Committee has recommended to the Board of Directors your appointment as a Director of HeartWare effective January 18, 2016. The Board discussed your appointment at its Dec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 11, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 11, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 11, 2016 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL PROVIDES CORPORATE UPDATES AND ANNOUNCES PRELIMINARY REVENUE FOR FOURTH QUARTER 2015 ● Fourth Quarter 2015 Preliminary Revenue Approximately $68 Million ● Submission for Destination Therapy Indication for HVAD® System in Mid-2

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL PROVIDES CORPORATE UPDATES AND ANNOUNCES PRELIMINARY REVENUE FOR FOURTH QUARTER 2015 ? Fourth Quarter 2015 Preliminary Revenue Approximately $68 Million ? Submission for Destination Therapy Indication for HVAD? System in Mid-2016 ? Evaluation of MVAD? System Ongoing With Goal of Restarting CE Mark Trial ? Distinguished Cardiologist and Industry Veteran,

PRESIDENT AND CEO DOUG GODSHALL

EX-99.1 JANUARY 11, 2016 ? SAN FRANCISCO 34th Annual J.P. Morgan Healthcare Conference Exhibit 99.1 PRESIDENT AND CEO DOUG GODSHALL Forward-Looking Statements This announcement contains forward-looking statements that are based on management's beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or dev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confide

EXHIBIT 1 - ENCLOSURE

HEARTWARE INTERNATIONAL CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS NOTICE — Company Remains Committed to Value-Enhancing Acquisition of Valtech Cardio, Ltd. —

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS NOTICE ? Company Remains Committed to Value-Enhancing Acquisition of Valtech Cardio, Ltd. ? Framingham, Mass., Dec. 30, 2015 ? HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS NOTICE — Company Remains Committed to Value-Enhancing Acquisition of Valtech Cardio, Ltd. —

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS NOTICE ? Company Remains Committed to Value-Enhancing Acquisition of Valtech Cardio, Ltd. ? Framingham, Mass., Dec. 30, 2015 ? HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Oppenheimer 26th Annual Healthcare Conference

EX-99.1 Exhibit 99.1 Oppenheimer 26th Annual Healthcare Conference December 8, 2015 ? New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare? Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on

Oppenheimer 26th Annual Healthcare Conference

EX-99.1 Exhibit 99.1 Oppenheimer 26th Annual Healthcare Conference December 8, 2015 ? New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare? Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 8, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 8, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-34256 HEARTWARE INTERNATIONAL, INC

Canaccord Genuity Medical Technologies and Diagnostics Forum November 19, 2015 · New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare®

EX-99.1 Exhibit 99.1 HeartWare? Canaccord Genuity Medical Technologies and Diagnostics Forum November 19, 2015 ? New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare? Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptio

Canaccord Genuity Medical Technologies and Diagnostics Forum November 19, 2015 · New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare®

EX-99.1 Exhibit 99.1 HeartWare? Canaccord Genuity Medical Technologies and Diagnostics Forum November 19, 2015 ? New York, NY DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. HeartWare? Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptio

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 19, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 19, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 13, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

2

EX-99.1 2 d98910dex991.htm EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT HTWR - HeartWare International Analyst and Investor Meeting EVENT DATE/TIME: NOVEMBER 05, 2015 / 2:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or simi

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 13, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

2

EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT HTWR - HeartWare International Analyst and Investor Meeting EVENT DATE/TIME: NOVEMBER 05, 2015 / 2:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited wi

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 11, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Credit Suisse 24th Annual Healthcare Conference November 11, 2015 · Scottsdale, AZ DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare.

EX-99.1 Exhibit 99.1 Credit Suisse 24th Annual Healthcare Conference November 11, 2015 ? Scottsdale, AZ DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on inform

Credit Suisse 24th Annual Healthcare Conference November 11, 2015 · Scottsdale, AZ DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare.

EX-99.1 Exhibit 99.1 Credit Suisse 24th Annual Healthcare Conference November 11, 2015 ? Scottsdale, AZ DOUG GODSHALL PRESIDENT AND CEO HEARTWARE, HVAD and the HEARTWARE logo are registered trademarks of HeartWare. Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on inform

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 11, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 5, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

« Surgeons are not basically concerned with lesions. We care more about function. Therefore one may define the aim of a valve reconstuction as restoring normal leaflet function rather than normal valve anatomy »

EX-99.1 Exhibit 99.1 Agenda Thursday, November 5, 2015 8:30 a.m. ? 9:00 a.m. Interactive Product Display Open (available all day) 9:00 a.m. ? 9:15 a.m. Introduction: HeartWare Today and Tomorrow Doug Godshall, CEO, HeartWare International, Inc. Amir Gross, CEO, Valtech Cardio, Ltd. 9:15 a.m. ? 9:35 a.m. HeartWare Market View and the Strategic Combination Doug Godshall 9:35 a.m. ? 9:50 a.m. Mitral

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 5, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

« Surgeons are not basically concerned with lesions. We care more about function. Therefore one may define the aim of a valve reconstuction as restoring normal leaflet function rather than normal valve anatomy »

EX-99.1 Exhibit 99.1 Agenda Thursday, November 5, 2015 8:30 a.m. ? 9:00 a.m. Interactive Product Display Open (available all day) 9:00 a.m. ? 9:15 a.m. Introduction: HeartWare Today and Tomorrow Doug Godshall, CEO, HeartWare International, Inc. Amir Gross, CEO, Valtech Cardio, Ltd. 9:15 a.m. ? 9:35 a.m. HeartWare Market View and the Strategic Combination Doug Godshall 9:35 a.m. ? 9:50 a.m. Mitral

HEARTWARE INTERNATIONAL ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH ACQUISITION OF VALTECH CARDIO

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH ACQUISITION OF VALTECH CARDIO Framingham, Mass., November 3, 2015 ? HeartWare International, Inc. (Nasdaq: HTWR), a leading innovator of less invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, announced today

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 30, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH ACQUISITION OF VALTECH CARDIO

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH ACQUISITION OF VALTECH CARDIO Framingham, Mass., November 3, 2015 ? HeartWare International, Inc. (Nasdaq: HTWR), a leading innovator of less invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, announced today

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 30, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER: 001-34256 H

RISK FACTORS DESCRIBED IN THE REGISTRATION STATEMENT ON FORM S-4 FILED BY HW GLOBAL, INC. (?HOLDCO?)

Exhibit 99.1 RISK FACTORS DESCRIBED IN THE REGISTRATION STATEMENT ON FORM S-4 FILED BY HW GLOBAL, INC. (?HOLDCO?) Risks Relating to the Transactions The number of shares of Holdco common stock that Valtech and Mitraltech shareholders will receive as a result of the Transactions is fixed, subject to certain adjustments. The value of the shares of Holdco common stock that Valtech shareholders receiv

HEARTWARE INTERNATIONAL REPORTS THIRD QUARTER 2015 RESULTS • Total revenue of $65.2 million reflects completion of enrollment in destination therapy clinical trial and international currency weakness • International unit sales increased 18% from thir

EX-99.1 2 d22561dex991.htm EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS THIRD QUARTER 2015 RESULTS • Total revenue of $65.2 million reflects completion of enrollment in destination therapy clinical trial and international currency weakness • International unit sales increased 18% from third quarter of 2014 • 697 HeartWare HVAD® Systems sold worldwide – Conference call today at 8:00 a.m. U.

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 29, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 29, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL REPORTS THIRD QUARTER 2015 RESULTS • Total revenue of $65.2 million reflects completion of enrollment in destination therapy clinical trial and international currency weakness • International unit sales increased 18% from thir

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS THIRD QUARTER 2015 RESULTS ? Total revenue of $65.2 million reflects completion of enrollment in destination therapy clinical trial and international currency weakness ? International unit sales increased 18% from third quarter of 2014 ? 697 HeartWare HVAD? Systems sold worldwide ? Conference call today at 8:00 a.m. U.S. ET ? Framingham, Mass.,

HEARTWARE INTERNATIONAL ANALYST AND INVESTOR MEETING ON NOVEMBER 5, 2015 TO BE WEBCAST

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANALYST AND INVESTOR MEETING ON NOVEMBER 5, 2015 TO BE WEBCAST Framingham, Mass., October 28, 2015 - HeartWare International, Inc. (NASDAQ:HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today announced that it will be hosting an analyst and inve

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

HEARTWARE INTERNATIONAL ANALYST AND INVESTOR MEETING ON NOVEMBER 5, 2015 TO BE WEBCAST

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANALYST AND INVESTOR MEETING ON NOVEMBER 5, 2015 TO BE WEBCAST Framingham, Mass., October 28, 2015 - HeartWare International, Inc. (NASDAQ:HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today announced that it will be hosting an analyst and inve

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

HTWR / Heartware International Inc. / Adage Capital Partners GP LLC - HEARTWARE INTERNATIONAL, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* HEARTWARE INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) October 16, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 16, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 16, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

Regulation FD Disclosure

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 12, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporat

HEARTWARE ISSUES STATEMENT REGARDING ENGAGED CAPITAL COMMENTS - Engaged Capital Analysis Is Incomplete - - HeartWare Reiterates Commitment to Value-Enhancing Acquisition of Valtech Cardio -

EX-99.1 Exhibit 99.1 HEARTWARE ISSUES STATEMENT REGARDING ENGAGED CAPITAL COMMENTS - Engaged Capital Analysis Is Incomplete - - HeartWare Reiterates Commitment to Value-Enhancing Acquisition of Valtech Cardio - Framingham, Mass. ? Oct. 5, 2015 ? HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing

HEARTWARE ISSUES STATEMENT REGARDING ENGAGED CAPITAL COMMENTS - Engaged Capital Analysis Is Incomplete - - HeartWare Reiterates Commitment to Value-Enhancing Acquisition of Valtech Cardio -

EX-99.1 Exhibit 99.1 HEARTWARE ISSUES STATEMENT REGARDING ENGAGED CAPITAL COMMENTS - Engaged Capital Analysis Is Incomplete - - HeartWare Reiterates Commitment to Value-Enhancing Acquisition of Valtech Cardio - Framingham, Mass. ? Oct. 5, 2015 ? HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 5, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 5, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (

Cardioband: A New Era of Mitral Valve Repair Valtech Cardio, Ltd. PCR London Valves September 22, 2015

EX-99.1 Exhibit 99.1 Cardioband: A New Era of Mitral Valve Repair Valtech Cardio, Ltd. PCR London Valves September 22, 2015 Transcript Valtech Cardio, Ltd. ? PCR London Valves, Cardioband: A New Era of Mitral Valve Repair, September 22, 2015 CORPORATE PARTICIPANTS Prof. Eberhard Grube, M.D., Ph.D., University of Bonn, Germany Dr. Michael Mack, M.D., Baylor Scott & White Health, Dallas, TX Prof. Ge

Cardioband: A New Era of Mitral Valve Repair Valtech Cardio, Ltd. PCR London Valves September 22, 2015

EX-99.1 Exhibit 99.1 Cardioband: A New Era of Mitral Valve Repair Valtech Cardio, Ltd. PCR London Valves September 22, 2015 Transcript Valtech Cardio, Ltd. ? PCR London Valves, Cardioband: A New Era of Mitral Valve Repair, September 22, 2015 CORPORATE PARTICIPANTS Prof. Eberhard Grube, M.D., Ph.D., University of Bonn, Germany Dr. Michael Mack, M.D., Baylor Scott & White Health, Dallas, TX Prof. Ge

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 2, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 2, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpor

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 28, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpor

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 14, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation

Valtech’s Cardioband® Receives CE Mark Approval for Mitral Valve Repair - Regulatory approval clears the path for Valtech to market its implantable mitral reconstruction device in European markets -

EX-99.1 Exhibit 99.1 For Immediate Release Valtech?s Cardioband? Receives CE Mark Approval for Mitral Valve Repair - Regulatory approval clears the path for Valtech to market its implantable mitral reconstruction device in European markets - Or Yehuda, Israel ? Sept. 14, 2015 ? Valtech Cardio, Ltd., (Valtech), an innovator in the development of devices for mitral and tricuspid valve repair and rep

Valtech’s Cardioband® Receives CE Mark Approval for Mitral Valve Repair - Regulatory approval clears the path for Valtech to market its implantable mitral reconstruction device in European markets -

EX-99.1 Exhibit 99.1 For Immediate Release Valtech?s Cardioband? Receives CE Mark Approval for Mitral Valve Repair - Regulatory approval clears the path for Valtech to market its implantable mitral reconstruction device in European markets - Or Yehuda, Israel ? Sept. 14, 2015 ? Valtech Cardio, Ltd., (Valtech), an innovator in the development of devices for mitral and tricuspid valve repair and rep

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 14, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation

2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written

EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its aff

2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written

EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its aff

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 9, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Heartware International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 9, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 9, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

Heartware International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 6, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. SEPTEMBER 1, 2015 / 5:00 PM U.S. ET DOUG GODSHALL, PRESIDENT AND CEO, HEARTWARE PETER MCAREE, SENIOR VICE PRESIDENT AND CFO, HEARTWARE AMIR GROSS, FOUNDER AND CE

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. SEPTEMBER 1, 2015 / 5:00 PM U.S. ET PRESENTERS: DOUG GODSHALL, PRESIDENT AND CEO, HEARTWARE PETER MCAREE, SENIOR VICE PRESIDENT AND CFO, HEARTWARE AMIR GROSS, FOUNDER AND CEO, VALTECH CARDIO PROF. FRANCESCO MAISANO, M.D., CHAIR OF CARDIOVASCULAR SURGERY, UNIVERSITY HOSPITAL OF ZURICH PROF.

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 6, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. SEPTEMBER 1, 2015 / 5:00 PM U.S. ET DOUG GODSHALL, PRESIDENT AND CEO, HEARTWARE PETER MCAREE, SENIOR VICE PRESIDENT AND CFO, HEARTWARE AMIR GROSS, FOUNDER AND CE

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. SEPTEMBER 1, 2015 / 5:00 PM U.S. ET PRESENTERS: DOUG GODSHALL, PRESIDENT AND CEO, HEARTWARE PETER MCAREE, SENIOR VICE PRESIDENT AND CFO, HEARTWARE AMIR GROSS, FOUNDER AND CEO, VALTECH CARDIO PROF. FRANCESCO MAISANO, M.D., CHAIR OF CARDIOVASCULAR SURGERY, UNIVERSITY HOSPITAL OF ZURICH PROF.

VALTECH CARDIO, LTD. CONVERTIBLE PROMISSORY NOTE $30,000,000 [ ], 20

EX-99.4 Exhibit 99.4 EXHIBIT G to Business Combination Agreement THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN CO

STOCKHOLDERS VOTING AGREEMENT BY AND BETWEEN HW GLOBAL, INC. THE STOCKHOLDER LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF SEPTEMBER 1, 2015 TABLE OF CONTENTS 1. Definitions 1 2. Voting 3 3. Irrevocable Proxy and Power of Attorney 4 4. Standstill

Exhibit 99.6 EXHIBIT K to Business Combination Agreement STOCKHOLDERS VOTING AGREEMENT BY AND BETWEEN HW GLOBAL, INC. AND THE STOCKHOLDER LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF SEPTEMBER 1, 2015 TABLE OF CONTENTS 1. Definitions 1 2. Voting 3 3. Irrevocable Proxy and Power of Attorney 4 4. Standstill Agreement 4 5. Representations and Warranties 6 6. Amendment and Waiver 7 7. Severability

ESCROW AGREEMENT

EX-99.1 Exhibit 99.1 EXHIBIT L to Business Combination Agreement ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) is dated as of , by and among (i) HW Global, Inc., a Delaware corporation (“Parent”), (ii) Valor Shareholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the Shareholder Representative (the “Shareholder Representative”), and (iii) U.S. B

VALTECH CARDIO, LTD. CONVERTIBLE PROMISSORY NOTE $1,000,000 [ ], 20

EX-99.3 Exhibit 99.3 EXHIBIT F to Business Combination Agreement THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN CO

THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Number of Shares: (subject to adjustment) Original Issue Date: HW GLOBAL, INC. Common Stock Purchase Warrant (Void after 1, subject to extension as provid

EX-99.2 Exhibit 99.2 EXHIBIT H to Business Combination Agreement THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Number of Shares: (subject to adjustment) Original Issue Date: HW GLOBAL, INC. Common Stock Purchase Warrant (Void after 1, subject to extension as provided below) HW GLOBAL, INC., a Delaware corporation (the “Company”), for value received

ESCROW AGREEMENT

EX-99.1 Exhibit 99.1 EXHIBIT L to Business Combination Agreement ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) is dated as of , by and among (i) HW Global, Inc., a Delaware corporation (“Parent”), (ii) Valor Shareholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the Shareholder Representative (the “Shareholder Representative”), and (iii) U.S. B

VALTECH CARDIO, LTD. CONVERTIBLE PROMISSORY NOTE $30,000,000 [ ], 20

EX-99.4 Exhibit 99.4 EXHIBIT G to Business Combination Agreement THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN CO

SHAREHOLDER SUPPORT AGREEMENT

EX-99.5 7 d82371dex995.htm EX-99.5 Exhibit 99.5 EXHIBIT D to Business Combination Agreement SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT (the “Agreement”) is made and entered into on September 1, 2015 (the “Agreement Date”), by and among (i) HW GLOBAL, INC., a Delaware corporation (“Holdco”), (ii) the Securityholder (as defined hereafter) of Valtech Cardio, Ltd., a private comp

VALTECH CARDIO, LTD. CONVERTIBLE PROMISSORY NOTE $1,000,000 [ ], 20

EX-99.3 Exhibit 99.3 EXHIBIT F to Business Combination Agreement THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN CO

BUSINESS COMBINATION AGREEMENT by and among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of Septemb

EX-2.1 Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., and VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of September 1, 2015 CONTENTS Page ARTICLE 1 THE ISR MERGER 1.1 The ISR Merger 2 1.2 Effect of the ISR Merger 3 1.3 Articl

HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. – Expands Position as a Leader in the Treatment of Heart Failure Patients – – Adds Comprehensive Suite of Surgical and Transcatheter Mitral and Tricuspid Valve R

Exhibit 99.8 HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. ? Expands Position as a Leader in the Treatment of Heart Failure Patients ? ? Adds Comprehensive Suite of Surgical and Transcatheter Mitral and Tricuspid Valve Repair and Replacement Technologies to the HeartWare Product Portfolio ? ? Investor Conference Call on Sept. 1, 2015 at 5:00 p.m. U.S. EDT

HeartWare® Valtech

Exhibit 99.7 HeartWere HeartWare? Valtech Advancing Our Technology Leadership in Advanced Heart Failure Investor and Analyst Conference Call and Webcast September 1, 2015 HeartWare? 2 Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on information currently available to ma

BUSINESS COMBINATION AGREEMENT by and among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of Septemb

EX-2.1 Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., and VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of September 1, 2015 CONTENTS Page ARTICLE 1 THE ISR MERGER 1.1 The ISR Merger 2 1.2 Effect of the ISR Merger 3 1.3 Articl

THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Number of Shares: (subject to adjustment) Original Issue Date: HW GLOBAL, INC. Common Stock Purchase Warrant (Void after 1, subject to extension as provid

EX-99.2 Exhibit 99.2 EXHIBIT H to Business Combination Agreement THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Number of Shares: (subject to adjustment) Original Issue Date: HW GLOBAL, INC. Common Stock Purchase Warrant (Void after 1, subject to extension as provided below) HW GLOBAL, INC., a Delaware corporation (the “Company”), for value received

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 1, 2015 HEARTWARE INTER

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 1, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. – Expands Position as a Leader in the Treatment of Heart Failure Patients – – Adds Comprehensive Suite of Surgical and Transcatheter Mitral and Tricuspid Valve R

Exhibit 99.8 HEARTWARE INTERNATIONAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VALTECH CARDIO, LTD. ? Expands Position as a Leader in the Treatment of Heart Failure Patients ? ? Adds Comprehensive Suite of Surgical and Transcatheter Mitral and Tricuspid Valve Repair and Replacement Technologies to the HeartWare Product Portfolio ? ? Investor Conference Call on Sept. 1, 2015 at 5:00 p.m. U.S. EDT

SHAREHOLDER SUPPORT AGREEMENT

EX-99.5 Exhibit 99.5 EXHIBIT D to Business Combination Agreement SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT (the “Agreement”) is made and entered into on September 1, 2015 (the “Agreement Date”), by and among (i) HW GLOBAL, INC., a Delaware corporation (“Holdco”), (ii) the Securityholder (as defined hereafter) of Valtech Cardio, Ltd., a private company incorporated under the

HeartWare® Valtech

Exhibit 99.7 HeartWere HeartWare? Valtech Advancing Our Technology Leadership in Advanced Heart Failure Investor and Analyst Conference Call and Webcast September 1, 2015 HeartWare? 2 Safe Harbor Statement Forward-Looking Statements This announcement contains forward-looking statements that are based on management?s beliefs, assumptions and expectations and on information currently available to ma

STOCKHOLDERS VOTING AGREEMENT BY AND BETWEEN HW GLOBAL, INC. THE STOCKHOLDER LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF SEPTEMBER 1, 2015 TABLE OF CONTENTS 1. Definitions 1 2. Voting 3 3. Irrevocable Proxy and Power of Attorney 4 4. Standstill

Exhibit 99.6 EXHIBIT K to Business Combination Agreement STOCKHOLDERS VOTING AGREEMENT BY AND BETWEEN HW GLOBAL, INC. AND THE STOCKHOLDER LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF SEPTEMBER 1, 2015 TABLE OF CONTENTS 1. Definitions 1 2. Voting 3 3. Irrevocable Proxy and Power of Attorney 4 4. Standstill Agreement 4 5. Representations and Warranties 6 6. Amendment and Waiver 7 7. Severability

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 1, 2015 HEARTWARE INTER

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 1, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

SECOND AMENDMENT TO SUBLEASE

Exhibit 10.1 SECOND AMENDMENT TO SUBLEASE This Second Amendment to Sublease (the ?Amendment?) is dated as of the 1st day of May, 2015 (the ?Expansion Effective Date?) by and between THE TJX COMPANIES, INC., a Delaware corporation (the ?Sublessor?) and HEARTWARE INTERNATIONAL, INC., a Delaware corporation (the ?Subtenant?). W I T N E S S E T H : WHEREAS, Sublessor and Subtenant are parties to that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER: 001-34256 HEARTW

CERTIFICATE OF INCORPORATION HEARTWARE INTERNATIONAL, INC.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HEARTWARE INTERNATIONAL, INC. FIRST: The name of the corporation is: HeartWare International, Inc. SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company. THIRD: The nature of

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION HEARTWARE INTERNATIONAL, INC.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF HEARTWARE INTERNATIONAL, INC. HeartWare International, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of the Corporation is HeartWare Internati

HEARTWARE INTERNATIONAL REPORTS $73.6 MILLION IN SECOND QUARTER 2015 REVENUE, DRIVEN BY STRONG GLOBAL UNIT GROWTH

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS $73.6 MILLION IN SECOND QUARTER 2015 REVENUE, DRIVEN BY STRONG GLOBAL UNIT GROWTH ? Record 773 HeartWare HVAD? Systems sold worldwide in second quarter, with record unit sales in both U.S. and international markets ? U.S. revenue grew 16% to $42.9 million, compared to second quarter 2014 ? International revenue of $30.7 million, an increase of 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 30, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation

HEARTWARE INTERNATIONAL ANNOUNCES FIRST HUMAN IMPLANTS OF THE MVAD® SYSTEM IN CE MARK INTERNATIONAL CLINICAL TRIAL - The MVAD System is a versatile, miniaturized and hematologically advanced circulatory assist system designed for full-support of pati

EX-99.1 2 d20620dex991.htm EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL ANNOUNCES FIRST HUMAN IMPLANTS OF THE MVAD® SYSTEM IN CE MARK INTERNATIONAL CLINICAL TRIAL - The MVAD System is a versatile, miniaturized and hematologically advanced circulatory assist system designed for full-support of patients with advanced heart failure - Framingham, Mass., July 20, 2015 – HeartWare International, Inc. (N

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 20, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Co

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION HEARTWARE INTERNATIONAL, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF HEARTWARE INTERNATIONAL, INC. HeartWare International, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of the Corporation is HeartWare In

AMENDMENT NO. 1 TO THE HEARTWARE INTERNATIONAL, INC. 2012 INCENTIVE AWARD PLAN June 29, 2015

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO THE HEARTWARE INTERNATIONAL, INC. 2012 INCENTIVE AWARD PLAN June 29, 2015 This Amendment No. 1 (this ?Amendment?) to the HeartWare International, Inc. (?HeartWare?) 2012 Incentive Award Plan (as it may be amended or restated from time to time, the ?Plan?), is hereby effective as of June 29, 2015 (the ?Effective Date?). Capitalized terms used but not defined

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 ?Date of report (date of earliest event reported): June 25, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (C

HEARTWARE INTERNATIONAL, INC. ANNUAL MEETING – JUNE 4, 2015 Disclosure of Annual Meeting Votes

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL, INC. ANNUAL MEETING ? JUNE 4, 2015 Disclosure of Annual Meeting Votes The following table sets forth the voting results of HeartWare stockholders at HeartWare?s Annual Meeting held on June 4, 2015. No. Proposal Vote Type Vote Results 1. Election of Directors a) Cynthia Feldmann For 13,386,104 Withheld 1,899,281 Non Votes 938,216 b) Dr. Denis Wade For 1

Heartware International FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 4, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

Heartware International SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 Old Connecticut Path Framingham, Massachusetts 01701 +1 508 739 0950 (Address of

HeartWare International, Inc. Conflict Minerals Report For The Year Ended December 31, 2014

EX-1.01 Exhibit 1.01 HeartWare International, Inc. Conflict Minerals Report For The Year Ended December 31, 2014 Unless the context requires otherwise, references in this Conflict Minerals Report to ?HeartWare,? ?the Company,? ?we,? ?us? and ?our? refer to HeartWare International, Inc. and its consolidated direct and indirect subsidiaries. This is the Conflict Minerals Report of HeartWare for the

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 13, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Com

HEARTWARE INTERNATIONAL, INC. as Issuer WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Second Supplemental Indenture Dated as of May 13, 2015 to Indenture Dated as of December 15, 2010 1.75% Convertible Senior Notes due 2021 TABLE OF CONTENTS Page

EX-4.1 Exhibit 4.1 EXECUTION VERSION HEARTWARE INTERNATIONAL, INC. as Issuer WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Second Supplemental Indenture Dated as of May 13, 2015 to Indenture Dated as of December 15, 2010 1.75% Convertible Senior Notes due 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope of Supplemental Indenture

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-193646 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.001 per share 26,042 $74.28 $1,934,400 $224.78 (1) Estimated sol

HEARTWARE ANNOUNCES PRIVATE PLACEMENT OF $148 MILLION OF 1.75% CONVERTIBLE SENIOR NOTES DUE 2021 • Exchanged $79 Million of 1.75% Convertible Senior Notes due 2021 for 3.50% Convertible Senior Notes due 2017 • Raised an additional $69 Million of 1.75

EX-99.1 Exhibit 99.1 HEARTWARE ANNOUNCES PRIVATE PLACEMENT OF $148 MILLION OF 1.75% CONVERTIBLE SENIOR NOTES DUE 2021 ? Exchanged $79 Million of 1.75% Convertible Senior Notes due 2021 for 3.50% Convertible Senior Notes due 2017 ? Raised an additional $69 Million of 1.75% Convertible Senior Notes Due 2021 FRAMINGHAM, Mass., May 7, 2015 ? HeartWare International, Inc. (NASDAQ:HTWR), announced today

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 6, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (Comm

FORM OF EXCHANGE/SUBSCRIPTION AGREEMENT Exchange/Subscription Agreement

EX-10.1 Exhibit 10.1 FORM OF EXCHANGE/SUBSCRIPTION AGREEMENT Exchange/Subscription Agreement May 6, 2015 HeartWare International, Inc. 500 Old Connecticut Path Framingham, Massachusetts 01701 Attn: Peter McAree Re: HeartWare International, Inc. Exchange/Subscription for 1.75% Convertible Senior Notes due 2021 Ladies and Gentlemen: HeartWare International, Inc., a Delaware corporation (the ?Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER: 001-34256 HEART

December 22, 2014

Exhibit 10.1 December 22, 2014 Katrin Leadley, MD Karwendestr. 15 82152 Krailling, Germany Dear Katrin: As you are aware, you have been employed by HeartWare GmbH since August 25, 2014 in the position of Chief Medical Officer. I am pleased to offer you the opportunity to transfer to HeartWare, Inc. (together, the ?Company? or ?we? or ?us? in a full-time exempt position, effective January 1, 2015 (

HEARTWARE INTERNATIONAL REPORTS $70.0 MILLION IN FIRST QUARTER 2015 REVENUE

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS $70.0 MILLION IN FIRST QUARTER 2015 REVENUE ? 713 HeartWare? Systems sold worldwide in the first quarter of 2015 ? U.S. revenue increased 25% over first quarter of 2014 to $42.2 million ? International revenue of $27.8 million; reflects unfavorable currency trends ? Next-generation MVAD? System targeted for first clinical use in Q2 2015 ? Confer

Heartware International DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Heartware International 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 30, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation) (C

Heartware International PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HEARTWARE ACHIEVES PRIMARY ENDPOINT IN THE ENDURANCE DESTINATION THERAPY CLINICAL TRIAL Investigators Report Data from First Cohort in Destination Therapy at the 35th Annual International Society for Heart and Lung Transplantation Meeting in Nice, Fr

EX-99.1 Exhibit 99.1 HEARTWARE ACHIEVES PRIMARY ENDPOINT IN THE ENDURANCE DESTINATION THERAPY CLINICAL TRIAL Investigators Report Data from First Cohort in Destination Therapy at the 35th Annual International Society for Heart and Lung Transplantation Meeting in Nice, France - Investor Breakout Session and Clinician Symposium to be Webcast Today - Framingham, Mass. and Nice, France, April 16, 2015

Financial Statements and Exhibits, Other Events

8-K 1 d909443d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 16, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-34256 HEARTWARE INTERNATIONAL, INC. (Exact name

LIST OF SUBSIDIARIES NAME OF SUBSIDIARY STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION HeartWare Pty. Limited (formerly HeartWare Limited) (1) Australia HeartWare, Inc. (2) Delaware HeartWare GmbH (3) Germany HeartWare (UK) Limited (4)

Exhibit 21.1 LIST OF SUBSIDIARIES NAME OF SUBSIDIARY STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION HeartWare Pty. Limited (formerly HeartWare Limited) (1) Australia HeartWare, Inc. (2) Delaware HeartWare GmbH (3) Germany HeartWare (UK) Limited (4) United Kingdom HeartWare France SAS (5) France World Heart Corporation (6) Delaware HeartWare Hong Kong Limited (7) Hong Kong 7210914 Can

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 26, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorpora

HEARTWARE INTERNATIONAL REPORTS $73.2 MILLION IN FOURTH QUARTER 2014 REVENUE; 38% INCREASE FROM FOURTH QUARTER 2013

EX-99.1 Exhibit 99.1 HEARTWARE INTERNATIONAL REPORTS $73.2 MILLION IN FOURTH QUARTER 2014 REVENUE; 38% INCREASE FROM FOURTH QUARTER 2013 • U.S. revenue of $41.5 million, up 60% and International revenue of $31.7 million, up 17%, compared to fourth quarter of 2013 • Revenue for 2014 increased 34% to $278.4 million, from $207.9 million in 2013 – Conference call today at 8:00 a.m. U.S. ET – Framingha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 23, 2015 HEARTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34256 26-3636023 (State or other jurisdiction of incorporation)

HTWR / Heartware International Inc. / Adage Capital Partners GP LLC - HEARTWARE INTERNATIONAL, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HEARTWARE INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

HTWR / Heartware International Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* HeartWare International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

HTWR / Heartware International Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - HTWR AS OF 12/31/2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) HEARTWARE INTERNATIONAL INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 422368100 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this S

HTWR / Heartware International Inc. / VANGUARD GROUP INC Passive Investment

heartwareinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: HeartWare International Inc Title of Class of Securities: Common Stock CUSIP Number: 422368100 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check th