SEC Form 4 · accession 0001209191-16-103008
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 24, 2016
Accepted (ET)
Feb 26, 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 24, 2016 | M | 5,500 | $0.00 | A | 86,335 | D | |
| Common StockF2,F3 | Feb 25, 2016 | S | 1,494 | $28.90 | D | 84,841 | D | |
| Common StockF2,F4 | Feb 25, 2016 | S | 496 | $30.09 | D | 84,345 | 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 UnitF5 | — | Feb 24, 2016 | M | 5,500 | D | Feb 24, 2016 | Feb 24, 2016 | Common Stock | 5,500 | 40,062 | D |
Explanation of responses
- F1On February 24, 2014, the reporting person was granted restricted stock units to acquire 22,000 shares of HeartWare International common stock. The award vests in four equal annual installments commencing on February 24, 2015. On February 24, 2016, 5,500 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 $28.50 to $29.37. 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 $29.79 to $30.20. 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.
- F5Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.