SEC Form 4 · accession 0001209191-16-096855
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
Feb 7, 2016
Accepted (ET)
Feb 9, 2016 · 5:01 pm EST
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 StockF1 | Feb 7, 2016 | M | 5,000 | $0.00 | A | 80,346 | D | |
| Common StockF2,F3 | Feb 8, 2016 | S | 596 | $35.04 | D | 79,750 | D | |
| Common StockF2,F4 | Feb 8, 2016 | S | 700 | $36.88 | D | 79,050 | D | |
| Common StockF2,F5 | Feb 8, 2016 | S | 500 | $38.00 | D | 78,550 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF6 | — | Feb 7, 2016 | M | 5,000 | D | Feb 7, 2016 | Feb 7, 2016 | Common Stock | 5,000 | 35,250 | D |
Explanation of responses
- F1On May 21, 2013, upon receipt of stockholder approval, the reporting person was granted restricted stock units to acquire 20,000 shares of HeartWare International common stock. The award vests in four installments on February 7, 2014, February 7, 2015, February 7, 2016 and February 7, 2017. On February 7, 2016, 5,000 shares of common stock were issued to the reporting person.
- F2These shares were sold pursuant to a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The sale proceeds were utilized to pay all payroll taxes related to the vesting of restricted stock units and receipt of the related shares reported on this Form 4.
- F3The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $34.59 to $35.54. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
- F4The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $36.79 to $37.02. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
- F5The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $37.80 to $38.29. The reporting person has provided the issuer and will provide any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
- F6Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.