abmd-11k_20201231.htm

NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.

To the Fiduciary Committee of
the ABIOMED Retirement Savings Plan and Plan Participants:

We have audited the accompanying Statements of Net Assets Available for Benefits of the ABIOMED Retirement Savings Plan (the Plan) as of December 31, 2020 and 2019, and the related Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

	2020		2019
Cash	$	960,789	$	776,867
Investments, at fair value:
Mutual funds		106,085,586		83,478,807
ABIOMED, Inc. Common Stock Fund		24,991,281		15,540,067
Common collective trust		4,957,744		1,849,614
Total investments		136,034,611		100,868,488
Receivables:
Participant notes receivable		1,146,250		1,240,737
Employer's match contributions		3,507,753		3,034,169
Other receivable		355,872		988
Total receivables		5,009,875		4,275,894
Net assets available for benefits	$	142,005,275	$	105,921,249

The following description of the Abiomed Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the plan document for more detailed information.

The Plan is a defined contribution plan sponsored by ABIOMED, Inc. (the “Company” or “Plan Administrator”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

ABIOMED, Inc. is the Plan Administrator and has assigned responsibility for the operation and administration of the Plan to the Corporate Retirement Committee (the “Committee”) members of which are formally appointed by the Company’s Chief Executive Officer. Fidelity Management Trust Company (“Fidelity”) is the trustee and record keeper for the Plan.

The Plan allows substantially all U.S. Company employees age twenty or older to participate in the Plan. Employees become eligible to participate in the Plan beginning on the date of hire.

The Plan permits participants to defer annually up to 100% of eligible compensation provided their total annual elective deferral does not exceed Internal Revenue Code (“IRC”) limitations ($19,500 for the 2020 Plan year). The Plan allows for after-tax Roth contributions in addition to pre-tax contributions. Participants who are age 50 or older and are making deferral contributions to the plan are also eligible to make an additional catch-up contribution of up to $6,000 during the Plan year. Newly hired employees are automatically enrolled in the Plan at a pre-tax contribution rate of 3% of eligible compensation beginning with the first pay period occurring 30 days after the employee's participation date. The participant may elect to cease or change the amount of these contributions at any time. The amount of deferred compensation is treated as a salary reduction and is not subject to income tax until withdrawn from the Plan. Participants may also contribute amounts (rollover contributions) representing distributions from other qualified retirement plans.

All employer contributions are subject to certain limitations. To be a qualified participant eligible to receive employer matching or profit sharing contributions for a plan year, an employee must be credited with at least 501 hours of service in the Plan year and be an employee on the last day of the Plan year, or retire, die, or become disabled during the Plan year.

The Company provides a matching contribution at a rate of 50% of first 6% of salary contributed by the participant during the Plan year. For employees earning under $50,000 in employment income in the Plan year, the Company will continue to match 50% for the first $3,000 of salary contributed by a participant in the Plan year with a maximum employer contribution of $1,500 per Plan year for these employees. The Company incurred $3,507,753 in employer contributions during the year ended December 31, 2020. Additional profit sharing contributions may be made at the discretion of the Company's Board of Directors. There were no additional profit sharing contributions made during the year ended December 31, 2020.

When certain terminations of participation in the Plan occur, the non-vested portion of a participant’s profit sharing account represents a forfeiture, as defined by the Plan. Forfeitures may be reallocated to participants as an additional profit sharing or used to pay Plan administrative expenses. During the year ended December 31, 2020, $3,354 of forfeitures were used to pay administrative expenses. Total unapplied forfeitures were $2,715 and $2,812 at December 31, 2020 and 2019, respectively.

The Plan holds assets in an unallocated revenue credit account which receives contributions as a result of a revenue sharing agreement

with Fidelity Management Trust Company. During the year ended December 31, 2020, no contributions to the account were made. Funds in the account are used to pay qualified plan expenses including investment management fees, trustee fees, audit fees, and legal fees. During the year ended December 31, 2020, $3,380 of funds from this account were used to pay Plan expenses. Unallocated assets were $10,287 and $13,214 at December 31, 2020 and 2019, respectively.

Each participant’s account is credited with the participant’s contributions, the participant’s allocation of the Company’s contributions, and the participant’s proportional allocation of the Plan’s earnings, including realized and unrealized gains and losses, and expenses. Participants determine the percentage in which contributions are to be invested in each fund. Participants may change their investment options as set forth in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.

Participants are immediately vested in 1) their contributions, including rollover contributions from another employer’s qualified retirement plan, 2) employer matching contributions, and 3) actual earnings from any of these contributions. Vesting in the Company's discretionary profit sharing contribution portion of participant accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after six years of credited service as shown below.

On termination of service due to retirement, disability, death, or other separation of service, a participant (or designated beneficiary) may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or a series of cash payments in substantially equal installments over a period of time as provided in the Plan document.

Participants may make an in-service withdrawal of their vested account balance at age 59 ½ or upon demonstration of a hardship as defined in the Plan document. A hardship withdrawal from a participant’s account may be permitted while a participant is still actively employed if the participant has a financial hardship for which funds are not reasonably available from other resources of the participant

Hardship is defined in applicable regulations promulgated or to be promulgated pursuant to Section 401(k) of the Internal Revenue Code or standards established by the Secretary of the Treasury or his delegate. All hardship withdrawal requests are subject to approval of the Plan Administrator.

A withdrawal of all or a portion of any rollover contributions in the Plan, along with any pre-tax earnings on those contributions, is allowed for any reason upon request while the participant is still actively employed.

The Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) was passed by the U.S. Senate on March 26, 2020. Section 2202 of the CARES Act permits eligible Plan participants to request penalty-free distributions of up to $100,000 for qualifying coronavirus-related reasons. These reasons include adverse financial consequences due to being quarantined, furloughed, laid off, having work hours reduced or being unable to work due to lack of childcare due to COVID-19.

Participants may borrow from their fund accounts a maximum principal amount of $50,000 or 50% of their vested balances, whichever is less. The minimum principal amount of any loan is $1,000. Loans must be repaid over a period of no more than five years, unless used to acquire a principal residence, in which case the maximum repayment period is ten years. In general, participants are limited to one loan from their vested account balance. Participants borrowing from their vested account balances are required to sign promissory

notes pledging up to half the value of their vested account balances. These notes bear interest at a fixed rate determined by the Plan

Administrator based on prevailing interest rates charged by persons in the business of lending money for loans, which would be made under similar circumstances. Principal and interest is paid ratably through payroll deductions each pay period. Participant loans are accounted for separately within the participant’s account.

As of December 31, 2020, and 2019, the balance in participant loans outstanding was $1,146,250 and $1,240,737, respectively. These loans are shown as participant notes receivable in the Statements of Net Assets Available for Benefits.

The Plan is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the values investments held by the Plan continues to be uncertain and difficult to predict.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. See Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Participant loans are valued at the unpaid principal balance plus any accrued but unpaid interest and categorized as notes receivable from participants on the statements of net assets available for benefits. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

Expenses for participant loans are paid by the Plan by reducing balances of those participants initiating the transaction. Participant fees and advisor fees are paid by the Plan and all other expenses are paid by the Company at its discretion.

The Plan provides investment options which may invest in any combination of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. In addition, there was a concentration in the ABIOMED, Inc. Common Stock Fund which represented 18% and 15% of the Plan’s investments at December 31, 2020 and 2019, respectively. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Accounting standards establish a framework for measuring fair value. That framework sets forth a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1

measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below.

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or other inputs that are observable or can be corroborated by observable market data for substantially the full terms of the assets or liabilities.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used by the Plan. There have been no changes in the methodologies used at December 31, 2020 and 2019.

Mutual funds - Valued utilizing a market approach wherein Plan management uses the quoted prices in the active market for identical assets. All of the mutual funds are traded in active markets at their NAV per share. There are no restrictions as to redemption of these investments nor does the Plan have any contractual obligations to further invest in anu of the individual mutual funds.

ABIOMED, Inc. Common Stock Fund - Valued based on the closing price reported on the active market on which the individual securities are traded.

Common collective trust - Valued at net asset value of units of a collective trust. The net asset value, as provided by the fund manager, is used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level and by investment class, within the fair value hierarchy, the Plan's assets at fair value as of December 31:

	2020
Description	Total		Level 1		Level 2			Level 3
Investments measured at fair value subject to fair value leveling:
Mutual funds	$	106,085,586	$	106,085,586	$	-		$	-
ABIOMED, Inc. Common Stock Fund		24,991,281		24,991,281			-			-
Total investments in the fair value hierarchy		131,076,867	$	131,076,867	$		-	$		-
Investments measured at NAV (1):
Common collective trust		4,957,744
Total investments measured at fair value	$	136,034,611

	2019
Description	Total		Level 1		Level 2			Level 3
Investments measured at fair value subject to fair value leveling:
Mutual funds	$	83,478,807	$	83,478,807	$	-		$	-
ABIOMED, Inc. Common Stock Fund		15,540,067		15,540,067			-			-
Total investments in the fair value hierarchy		99,018,874	$	99,018,874	$		-	$		-
Investments measured at NAV (1):
Common collective trust		1,849,614
Total investments measured at fair value	$	100,868,488

The common collective trust held by the Plan requires twelve months’ notice for a complete liquidation, however the trustee, at their discretion, may waive the twelve-month waiting period. Participant directed redemptions are allowed daily with no restrictions. There are no unfunded commitments.

The Plan has adopted the volume submitter profit sharing plan document of Fidelity. The volume submitter sponsor received a favorable opinion letter dated March 31, 2014 in which the Internal Revenue Service stated that the form of the volume submitter plan was in compliance with the applicable requirements of the Internal Revenue Code (“IRC”). The Plan Administrator believes that the Plan is designed and have operated in compliance with the applicable requirements of the IRC, and that the related trust is therefore tax-exempt. Accordingly, no provision for income taxes has been included in the financial statements.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

A party-in-interest is defined under Section 3(14) of the Employee Retirement Income Security Act (“ERISA”) to include, among others, fiduciaries or employees of the Plan, any person who provides services to the Plan or an employer whose employees are covered by the Plan. Accordingly, loans to participants and the management of investments held by the trustee are considered party-in-interest transactions.

Fidelity manages a number of mutual funds available to Plan participants. Fidelity is the trustee as defined by the Plan and, therefore, transactions with any of the Fidelity Advisor mutual funds also qualify as party-in-interest transactions. The ABIOMED Common Stock Index Fund is an indexed fund that values its fund units based on changes in the stock price of Abiomed, Inc., the Plan sponsor. As of December 31, 2020, and 2019, there was $24,991,281 and $15,540,067 in the ABIOMED Common Stock Index Fund in the Plan’s assets, respectively. During the year ended December 31, 2020, the ABIOMED Common Stock Index Fund included in the Plan’s assets appreciated by $13,319,929. Fees paid for trustee and administrative services amounted to $128,549 for the year ended December 31, 2020.

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

(a)	(b) Identity of issuer, borrower, lessor or similar party		(c ) Description of investment including maturity date, rate of interest, collateral, par or maturity value	(d) Cost	(e) Current Value
*	Fidelity Advisor Stable Value Portfolio Fund		Common collective trust	**	$	4,957,744
*	Fidelity 500 Index		Mutual Fund	**		15,644,215
	Black Rock LP IDX 2045	#	Mutual Fund	**		9,592,186
	Black Rock LP IDX 2030		Mutual Fund			9,161,473
	Black Rock LP IDX 2040		Mutual Fund	**		8,956,028
	Black Rock LP IDX 2035		Mutual Fund	**		7,210,202
*	Fidelity Advisor Technology Fund		Mutual Fund	**		6,748,511
	JP Morgan US Equity Select Fund		Mutual Fund	**		6,476,487
	Black Rock LP IDX 2050		Mutual Fund	**		6,055,926
	T Rowe Price Midcap Growth		Mutual Fund	**		5,151,905
*	Fidelity US Bond Index		Mutual Fund	**		5,004,718
*	Fidelity Midcap Index		Mutual Fund	**		3,885,654
	Black Rock LP IDX 2055		Mutual Fund	**		3,746,807
	Black Rock LP IDX 2025		Mutual Fund	**		3,624,745
	Janus Henderson Triton N		Mutual Fund	**		3,624,215
	Black Rock LP IDX RTMT		Mutual Fund	**		3,451,939
	T Rowe Price Overseas Stock		Mutual Fund	**		2,261,122
*	Fidelity International Index		Mutual Fund	**		2,205,247
	Black Rock LP IDX 2060		Mutual Fund	**		1,522,560
*	Fidelity Small Cap Index		Mutual Fund	**		1,508,756
	Goldman Sachs Small Cap Value Fund		Mutual Fund	**		197,275
	John Hancock Bond Fund Class R6		Mutual Fund	**		52,035
*	Fidelity Govt Money Market Fund		Mutual Fund	**		2,533
	Wells Fargo Special Midcap Value Fund		Mutual Fund	**		1,047
	Total mutual funds					106,085,586
*	ABIOMED, Inc. Common Stock Fund		Common Stock Fund	**		24,991,281
	Total investments on statement of net assets available for benefits					136,034,611
	Interest bearing cash					960,789
	Participant loans		Participant Loans 5.25% to 7.50%			1,146,250
	Total				$	138,141,650

	*Represents a party-in-interest to the Plan.
	**Cost omitted for participant directed investments.

The Plan pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


	Page

Report of Independent Registered Public Accounting Firm	4
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2020 and 2019	5

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2020	6

Notes to Financial Statements	7-12

SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2020	13

Signatures	14

Consent of Independent Registered Public Accounting Firm	Exhibit 23.1

	2020
Additions:
Participant contributions	$	11,328,614
Rollover contributions		4,444,445
Employer contributions		3,507,753
Dividend and interest income		2,884,775
Net gain in fair value of investments		26,849,738
Total additions		49,015,325
Deductions:
Distributions to participants		12,802,750
Administrative fees		128,549
Total deductions		12,931,299
Net increase		36,084,026
Net assets available for benefits, beginning of year		105,921,249
Net assets available for benefits, end of year	$	142,005,275

Years of Service				Vested Percentage
Less than 2 years				0%
2 years but less than 3				20%
3 years but less than 4				40%
4 years but less than 5				60%
5 years but less than 6				80%
6 years or more				100%


Date: June 22, 2021	By:	/s/ Ian McLeod

		Ian McLeod
		Vice President and
		Corporate Controller


	Note 2.	Summary of Significant Accounting Policies


Note 4.	Tax Status


	Note 5.	Parties-In-Interest