0000315066-13-003175.txt : 20130410
0000315066-13-003175.hdr.sgml : 20130410
20130410100842
ACCESSION NUMBER: 0000315066-13-003175
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130410
DATE AS OF CHANGE: 20130410
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HeartWare International, Inc.
CENTRAL INDEX KEY: 0001389072
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 980498958
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-83026
FILM NUMBER: 13752617
BUSINESS ADDRESS:
STREET 1: 14000 NW 57TH COURT
CITY: MIAMI LAKES
STATE: FL
ZIP: 33014
BUSINESS PHONE: 508-739-0841
MAIL ADDRESS:
STREET 1: 205 NEWBURY STREET
STREET 2: SUITE 101
CITY: FRAMINGHAM
STATE: MA
ZIP: 01701
FORMER COMPANY:
FORMER CONFORMED NAME: HeartWare LTD
DATE OF NAME CHANGE: 20070206
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 061209781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No. 5
HEARTWARE INTL INC
Common Stock
Cusip #422368100
Cusip #422368100
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 20,293
Item 6: 0
Item 7: 1,282,167
Item 8: 0
Item 9: 1,282,167
Item 11: 7.851%
Item 12: HC
Cusip #422368100
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,282,167
Item 8: 0
Item 9: 1,282,167
Item 11: 7.851%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
HEARTWARE INTL INC
Item 1(b). Name of Issuer's Principal Executive Offices:
14000 NW 57th Court
Miami Lakes, FL 33014
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston,
Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
422368100
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,282,167
(b) Percent of Class: 7.851%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 20,293
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 1,282,167
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of HEARTWARE INTL INC. No
one person's interest in the Common Stock of HEARTWARE
INTL INC is more than five percent of the total outstanding
Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
April 09, 2013
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245
Summer Street, Boston, Massachusetts 02210, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 1,261,874 shares or 7.727%
of the Common Stock outstanding of HEARTWARE INTL
INC ("the Company") as a result of acting as investment
adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. The
number of shares of Common Stock of HEARTWARE INTL
INC owned by the investment companies at March 31, 2013
included 382,390 shares of Common Stock resulting from the
assumed conversion of 13,370,273 shares of HEARTWARE
INTL INC CDI (0.0286 shares of Common Stock for each
Unit Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 1,261,874 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Strategic Advisers, Inc., 245 Summer Street, Boston,
MA 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR LLC's
beneficial ownership includes 18,483 shares, or 0.113%, of the
Common Stock outstanding of HEARTWARE INTL INC,
beneficially owned through Strategic Advisers, Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 1,810 shares
or 0.011% of the outstanding Common Stock of
HEARTWARE INTL INC as a result of its serving as
investment adviser to institutional accounts, non-U.S. mutual
funds, or investment companies registered under Section 8 of
the Investment Company Act of 1940 owning such shares.
The number of shares of Common Stock of HEARTWARE
INTL INC owned by the institutional account(s) at March 31,
2013 included 1,810 shares of Common Stock resulting from
the assumed conversion of 63,296 shares of HEARTWARE
INTL INC CDI (0.0286 shares of Common Stock for each
Unit Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
1,810 shares and sole power to vote or to direct the voting of
1,810 shares of Common Stock owned by the institutional
accounts or funds advised by PGALLC as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on April 09, 2013, agree and
consent to the joint filing on their behalf of this Schedule 13G
in connection with their beneficial ownership of the Common
Stock of HEARTWARE INTL INC at March 31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel