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 * ADAGE CAPITAL PARTNERS GP LLC	2. Issuer Name and Ticker or Trading Symbol HeartWare International, Inc. [ HTWR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 200 CLARENDON STREET, 52ND FLOOR,	3. Date of Earliest Transaction (MM/DD/YYYY) 4/17/2015
(Street) BOSTON, MA 02116 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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, par value $0.001 ("Commn Stock")	4/17/2015		S		12500	D	$80.95	1993736	I	See footnote   (1)
Common Stock	4/17/2015		S		6700	D	$81.00	1987036	I	See footnote   (1)
Common Stock	4/17/2015		S		13245	D	$83.49	1973791	I	See footnote   (1)
Common Stock	4/17/2015		S		9300	D	$81.18	1964491	I	See footnote   (1)
Common Stock	4/17/2015		S		3900	D	$82.01	1960591	I	See footnote   (1)
Common Stock	4/17/2015		S		5000	D	$80.99	1955591	I	See footnote   (1)
Common Stock	4/17/2015		S		5000	D	$80.84	1950591	I	See footnote   (1)
Common Stock	4/17/2015		S		7141	D	$80.83	1943450	I	See footnote   (1)
Common Stock	4/20/2015		S		5000	D	$80.50	1938450	I	See footnote   (1)
Common Stock	4/20/2015		S		7000	D	$80.90	1931450	I	See footnote   (1)
Common Stock	4/20/2015		S		74134	D	$80.05	1875316	I	See footnote   (1)
Common Stock	4/20/2015		S		2400	D	$80.54	1854916	I	See footnote   (1)
Common Stock	4/21/2015		S		1800	D	$80.61	1853116	I	See foonote   (1)
Common Stock	4/21/2015		S		700	D	$80.53	1852416	I	See footnote   (1)
Common Stock	4/21/2015		S		19447	D	$80.36	1832969	I	See footnote   (1)

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

Explanation of Responses:

( 1)

The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116		X
Adage Capital Partners, L.P. 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116		X
Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116		X
Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116		X
Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116		X

Signatures
/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson		4/21/2015
** Signature of Reporting Person		Date
/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson		4/21/2015
** Signature of Reporting Person		Date
/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson		4/21/2015
** Signature of Reporting Person		Date
/s/ Robert Atchinson		4/21/2015
** Signature of Reporting Person		Date
/s/ Phillip Gross		4/21/2015
** 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).
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