SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEDERMAN DAVID M

(Last)

(First)

(Middle)

C/O ABIOMED, INC.

22 CHERRY HILL DRIVE

(Street)

DANVERS

01923

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ ABMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	06/14/2004		S		5,000⁽⁶⁾	D	$12.8516	929,779	D
Common Stock, $.01 par value								1,077,471	I	By Wife⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7							07/12/2001⁽²⁾	07/12/2009	Common Stock	130,000		130,000	D
Stock Option (right to buy)	$15.56							06/28/2002⁽³⁾	06/28/2010	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$24.12							06/22/2003⁽⁴⁾	06/22/2011	Common Stock	50,000		50,000	D
Stock Option (right to buy)	$6.75							06/25/2004⁽⁵⁾	06/25/2012	Common Stock	50,000		50,000	D

Explanation of Responses:

1. This reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purposes.

2. Grant to reporting person of option to buy 130,000 shares of Common Stock under ABIOMED, Inc. 1998 Equity Incentive Plan. The option will become exercisable in 25% annual increments beginning 7/12/01.

3. Grant to reporting person of option to buy 100,000 shares of Common Stock under ABIOMED, Inc. 1998 Equity Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/28/02 and 6/28/03 and an additional 40% will become exercisable on 6/28/04.

4. Grant to reporting person of option to buy 50,000 shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/22/03 and 6/22/04 and an additional 40% will become exercisable on 6/22/05.

5. Grant to reporting person of option to buy 50,000 shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/25/04 and 6/25/05 and an additional 40% will become exercisable on 6/25/06.

6. Stock was sold pursuant to a Sales Plan compliant with the requirements of SEC Rule 10b5-1.

	/s/ Charles B. Haaser (attorney-in-fact)	06/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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