Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Schuermann James	2. Issuer Name and Ticker or Trading Symbol HeartWare International, Inc. [ HTWR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) SVP, Sales & Marketing
(Last)          (First)          (Middle) C/O HEARTWARE INTERNATIONAL, INC., 500 OLD CONNECTICUT PATH	3. Date of Earliest Transaction (MM/DD/YYYY) 2/7/2015
(Street) FRAMINGHAM, MA 01701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	2/7/2015		M		1600   (1)	A	$0.00	12365	D
Common Stock	2/9/2015		S		523   (2)	D	$86.45   (3)	11842	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(4)	2/7/2015		M			1600	2/7/2015	2/7/2015	Common Stock	1600	$0.00	14213	D

Explanation of Responses:
( 1)	On February 7, 2013, the reporting person was granted restricted stock units to acquire 6,400 shares of HeartWare International common stock. The award vests in four equal annual installments commencing on February 7, 2014. On February 7, 2015, 1,600 shares of common stock were issued to the reporting person.
( 2)	These 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.
( 3)	The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $86.16 to $86.90. 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.
( 4)	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schuermann James C/O HEARTWARE INTERNATIONAL, INC. 500 OLD CONNECTICUT PATH FRAMINGHAM, MA 01701			SVP, Sales & Marketing

Signatures
/s/ Larry Knopf as Attorney-in-Fact		2/10/2015
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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