SEC Form 4 · accession 0000947871-16-001438

HeartWare International, Inc. · HTWR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas Evan Godshall

Officer — President & Chief Exec Officer · Director

Period of report

Aug 23, 2016

Accepted (ET)

Aug 24, 2016 · 1:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001389072

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 23, 2016	U	84,345	$58.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3,F2	$29.30	Aug 23, 2016	D	37,344	D	—	Sep 4, 2016	Common Stock	37,344	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	13,750	D	—	—	Common Stock	13,750	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	13,750	D	—	—	Common Stock	13,750	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	13,750	D	—	—	Common Stock	13,750	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	5,000	D	—	—	Common Stock	5,000	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	5,500	D	—	—	Common Stock	5,500	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	5,000	D	—	—	Common Stock	5,000	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	11,000	D	—	—	Common Stock	11,000	D
Restricted Stock Unit^F5,F4	—	Aug 23, 2016	D	10,312	D	—	—	Common Stock	10,312	D

Explanation of responses

F1Disposed of in a tender offer by Medtronic Acquisition Corp., a Delaware Corporation ("Purchaser") to acquire all of the outstanding shares of common stock of HeartWare International, Inc., a Delaware corporation ("HeartWare") for $58.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 27, 2016, by and among HeartWare, Purchaser, and Medtronic, Inc., a Minnesota corporation (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
F2The exercise price of US$29.30 has been converted from AU$38.50 using the August 22, 2016 end of the day exchange rate of 0.76105.
F3Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
F4Each restricted stock unit represents a right to receive one share of HeartWare common stock.
F5Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes.