UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2016

HEARTWARE INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34256	26-3636023
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)
c/o Medtronic, Inc. 710 Medtronic Parkway Minneapolis, Minnesota 55432		55432
(Address of principal executive offices)		(Zip code)

c/o Medtronic, Inc. 710 Medtronic Parkway Minneapolis, Minnesota 55432		55432
(Address of principal executive offices)		(Zip code)

(763) 514-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by HeartWare International, Inc., a Delaware corporation (the “Company”), on June 27, 2016, the Company entered into an Agreement and Plan of Merger, dated June 27, 2016 (the “Merger Agreement”), with Medtronic, Inc., a Minnesota corporation (“Parent”), and Medtronic Acquisition Corp., a Delaware corporation and a wholly -owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on July 26, 2016, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for $58.00 per Share (the “Offer Price”), paid to the holder of such Share in cash, without interest, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 26, 2016 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO originally filed with the SEC by Medtronic plc ~~(“Medtronic”)~~, Parent and Purchaser on July 26, 2016.

~~Item~~As 1previously disclosed in the Current Report on Form 8-K filed with the SEC by the Company on August 23, 2016 (the “August 23 8-K”), the Offer and withdrawal rights expired immediately after 11:59 P.01M. ~~Entry~~Eastern ~~into~~time aon ~~Material~~August 22, ~~Definitive~~2016. On August 23, 2016, following consummation of the Offer and the satisfaction of all other conditions to the merger in accordance with the Merger Agreement, Purchaser merged with and into the Company, with the Company being the surviving corporation, pursuant to Section 251(h) of the Delaware General Corporation Law (the “Merger”).

InAs ~~connection~~further ~~with~~disclosed ~~the~~in ~~closing of~~ the ~~Merger~~August 23 ~~(as~~8-K, ~~defined~~ in ~~Item~~connection ~~2.01~~with ofthe ~~this~~closing ~~Current~~of ~~Report~~the ~~on Form 8-K)~~Merger, the Company and Wilmington Trust, National Association (the “Trustee”) entered into a Third Supplemental Indenture, dated as of August 23, 2016 (the “Third Supplemental Indenture”), to the Indenture, dated as of December 15, 2010 (~~the “Original Indenture” and,~~ as amended and supplemented to date, the “Indenture”), between the Company and the Trustee (as successor-in-interest to Wilmington Trust FSB), relating to the Company’s 3.50% Convertible Senior Notes due 2017 (the “2017 Notes”) and the Company’s 1.75% Convertible Senior Notes due 2021 (the “2021 Notes,” and together with the 2017 Notes, the “Notes”). The First Supplemental Indenture, dated as of December 15, 2010 (the “First Supplemental Indenture”), between the Company and the Trustee (as successor-in-interest to Wilmington Trust FSB), relating to the 2017 Notes, the Second Supplemental Indenture, dated as of ~~May~~ May 13, 2015 (the “Second Supplemental Indenture”), between the Company and the Trustee, relating to the 2021 Notes, and the Third Supplemental Indenture are each referred to herein as a “Supplemental Indenture”. ”

~~The~~Item ~~Third~~2.04 ~~Supplemental~~Triggering ~~Indenture~~Events ~~provides~~That ~~that,~~Accelerate ator ~~and~~Increase ~~after the effective time of the Merger, for all conversions that occur after the effective date of the Merger, the right to convert each $1,000 principal amount of Notes is changed into~~ a ~~right~~Direct toFinancial ~~convert~~Obligation ~~such~~or ~~principal~~an ~~amount~~Obligation ofunder ~~Notes into, and the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely, cash in~~ an ~~amount~~Off-Balance ~~equal~~Sheet ~~to the Conversion Rate (as defined with respect to each series of Notes in the applicable Supplemental Indenture), which is currently 10~~Arrangement.0000 for each of the 2017 Notes and 2021 Notes, in effect on the relevant Conversion Date (as defined with respect to each series of Notes in the applicable Supplemental Indenture), multiplied by the Merger Consideration (as defined below).

~~The foregoing~~As ~~summary~~a ~~description~~result of the ~~Third~~consummation ~~Supplemental~~of ~~Indenture~~the ~~and~~Offer, ~~certain~~the ~~terms~~completion of the ~~Indenture~~Merger ~~does~~and ~~not~~the ~~purport~~delisting toof bethe ~~complete~~Shares ~~and~~from isThe ~~subject~~Nasdaq toStock Market LLC, ~~and~~a “Fundamental ~~qualified~~Change” inand ~~its~~a ~~entirety~~“Make-Whole byFundamental Change,” ~~the~~each ~~full~~as ~~text~~defined ofunder the ~~Third~~First Supplemental Indenture, ~~which~~and ~~is attached~~the Second Supplemental Indenture, as ~~Exhibit~~applicable, ~~4.1~~occurred ~~hereto~~on August 23, ~~and~~2016 with respect to the ~~full~~Notes. As ~~text~~a result, each holder of the Notes (each, a “Holder”) ~~Original~~has ~~Indenture,~~the ~~which~~right ~~was~~(the ~~filed~~“Fundamental asChange ~~Exhibit~~Repurchase ~~4.1~~Right”), toat the ~~Current~~Holder’s ~~Report~~option, onto ~~Form~~require ~~8-K filed by~~ the Company ~~with~~to ~~the~~repurchase ~~SEC~~for oncash ~~December~~such 15Holder’s Notes, ~~2010,~~or ~~(b)~~any ~~First~~portion ~~Supplemental~~of ~~Indenture,~~the ~~which~~principal ~~was filed~~amount asthereof ~~Exhibit~~that ~~4.2~~is equal to ~~the~~$1,000 ~~Current~~or ~~Report~~an onintegral ~~Form~~multiple ~~8-K~~of ~~filed~~$1,000, byon September 27, 2016 (the ~~Company~~“Fundamental ~~with~~Change ~~the~~Repurchase ~~SEC~~Date”). onThe ~~December~~repurchase ~~15,~~price ~~2010,~~to ~~and~~be ~~(c)~~paid ~~Second~~by ~~Supplemental~~the ~~Indenture,~~Company for ~~which~~Notes ~~was~~validly ~~filed~~surrendered asand ~~Exhibit~~not ~~4.1~~validly withdrawn is equal to 100% of the ~~Current~~principal ~~Report~~amount onof ~~Form~~the ~~8-K~~Notes ~~filed~~to bybe ~~the~~repurchased, ~~Company~~plus ~~with~~accrued ~~the~~and ~~SEC on~~unpaid ~~May~~interest 19thereon, ~~2015~~if any, ~~each~~to, ofbut ~~which~~excluding, isthe ~~incorporated~~Fundamental ~~herein~~Change byRepurchase ~~reference~~Date.

2In addition, and notwithstanding the Fundamental Change Repurchase Right, pursuant to the terms and conditions of the Indenture, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m. Eastern time on September 27, 2016 (the “Conversion Period”). The Company’s conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to the Conversion Rate (as defined with respect to each series of Notes in the applicable Supplemental Indenture) of 10.0000 for each of the 2017 Notes and 2021 Notes, multiplied by $58.00. Based on the per share cash consideration paid in the Merger, the Conversion Rate will not change as a result of the Merger. Accordingly, the value that a Holder will receive if such Holder converts the Notes prior to the end of the Conversion Period will be substantially less than the funds such Holder would receive if such Holder validly exercised the Fundamental Change Repurchase Right.

~~Item~~Assuming ~~2.01~~that ~~Completion~~each ofHolder ~~Acquisition~~exercised orthe ~~Disposition~~Fundamental Change Repurchase Right, the Company would be obligated to make aggregate payments of ~~Assets~~approximately $244.3 million.

~~The~~Assuming ~~Offer~~that ~~and~~each ~~withdrawal~~Holder ~~rights~~exercised ~~expired~~the ~~immediately~~conversion ~~after~~right ~~11:59~~in ~~P.M.~~connection ~~Eastern~~with ~~time on August 22, 2016 (~~the ~~“Expiration Date”). Computershare~~Fundamental ~~Trust Company~~Change, ~~N.A.,~~ the ~~depositary~~Company ~~and~~would ~~paying~~be ~~agent~~obligated ~~for~~to ~~the~~make ~~Offer~~aggregate ~~(the~~payments ~~“Depositary”), advised Parent and Purchaser that, as~~ of ~~the Expiration Date, a total of 14,952,817 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing~~ approximately 85$142.~~15%~~0 ~~of the outstanding Shares~~million. ~~The number of Shares validly tendered pursuant to the Offer and not properly withdrawn prior to the Expiration Date satisfied the Minimum Condition (as defined in the Merger Agreement).~~

~~All~~The ~~conditions~~right toof ~~the~~Holders ~~Offer~~to ~~having~~convert ~~been~~their ~~satisfied,~~Notes onis separate ~~August~~from ~~23,~~the ~~2016,~~Fundamental ~~Purchaser~~Change ~~accepted~~Repurchase ~~for~~Right. ~~payment~~Holders ~~and~~may ~~will~~only ~~promptly~~exercise ~~pay~~one ~~for all~~of ~~such~~either ~~Shares~~the ~~validly~~Fundamental ~~tendered~~Change ~~and~~Repurchase ~~not~~Right ~~properly withdrawn pursuant to the Offer on~~ or ~~prior to~~ the ~~Expiration~~conversion ~~Date~~right.

~~Accordingly,~~This onfiling ~~August~~is ~~23,~~for ~~2016, following~~informational ~~consummation~~purposes ofonly ~~the~~and ~~Offer~~does ~~and~~not constitute an offer to buy or the ~~satisfaction~~solicitation of ~~all~~an ~~other~~offer ~~conditions~~ to sell the ~~Merger~~Notes. inThe ~~accordance~~offer ~~with~~to repurchase the ~~Merger~~Notes ~~Agreement~~pursuant to the Fundamental Change Repurchase Right is being made only pursuant to a Tender Offer Statement on Schedule TO (including a Fundamental Change Repurchase Right Notice, ~~Purchaser~~Notice ~~merged~~of ~~with~~Right ~~and~~to Convert, Notice of Entry into Supplemental ~~the~~Indenture ~~Company~~and Offer to Repurchase, ~~with~~dated August 26, 2016) that the Company ~~being~~has filed with the ~~surviving~~SEC ~~corporation~~and ~~pursuant~~will distribute to ~~Section 251(h)~~Holders. ofHolders ~~the~~and ~~Delaware~~investors ~~General~~should ~~Corporation~~read ~~Law~~carefully (the ~~“DGCL”)~~Tender ~~(the~~Offer ~~“Merger”).~~Statement ~~Upon~~on Schedule TO because it contains important information, including the ~~completion~~various terms of, ~~the~~and ~~Merger~~conditions to, the ~~Company~~Fundamental ~~became~~Change aRepurchase ~~wholly~~Right. ~~owned~~Holders ~~subsidiary~~may obtain these documents free of charge from the SEC’s website at www.sec.gov or by contacting Parent at investor.relations@medtronic.com.

AtSIGNATURE the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by the Company as treasury stock, (ii) owned by Parent or Purchaser, or (iii) held by a holder who was entitled to demand and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was automatically cancelled and converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price (the “Merger Consideration”).

~~Each~~Pursuant ~~option~~ to ~~acquire~~the ~~Shares~~requirements ~~granted under an equity plan~~ of the ~~Company~~Securities ~~that~~Exchange ~~was~~Act ~~outstanding and unexercised immediately prior to the Effective Time and for which the Merger Consideration exceeded the exercise price~~ of ~~such option~~1934, ~~without regard to the extent then vested or exercisable, was automatically cancelled~~ as ~~of the Effective Time and~~amended, ~~in consideration of such cancellation,~~ the ~~holder~~registrant ~~thereof is~~has ~~entitled~~duly tocaused ~~receive~~this ~~promptly,~~report ~~but in no event later than fifteen (15) days after the Effective Time, a cash payment in respect of such cancellation from the Company in an amount equal~~ to ~~(i)~~be ~~the~~signed ~~excess,~~on ifits ~~any,~~behalf ~~of the Merger Consideration over the exercise price of each such option multiplied~~ by ~~(ii)~~ the ~~number of unexercised Shares subject to such option immediately prior to the Effective Time. Each option for which, as of the Effective Time, the Merger Consideration did not exceed~~ ~~the~~undersigned ~~exercise~~hereunto ~~price~~duly ~~of such option was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof~~authorized. ~~Each~~ restricted stock unit granted under an equity plan of the Company that was outstanding and unvested immediately prior to the Effective Time was automatically cancelled as of the Effective Time and, in consideration of such cancellation, the holder thereof is entitled to receive promptly, but in no event later than fifteen (15) days after the Effective Time, a cash payment in respect of such cancellation from the Company in an amount equal to the product of the Merger Consideration and the number of Shares underlying such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones).

~~The~~Date: ~~aggregate cash consideration to be paid in the Offer and the Merger is approximately $1.3 billion (including payments for options~~August 26, ~~restricted~~2016 ~~stock units and the Notes pursuant to the Merger Agreement).~~

~~The~~HEARTWARE ~~foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement~~INTERNATIONAL, ~~which~~INC. ~~was~~By: ~~filed~~/s/ asKeyna ~~Exhibit 2~~P.1 toSkeffington ~~the~~Name: ~~Current~~Keyna ~~Report~~P. onSkeffington ~~Form~~Title: ~~8-K~~Vice byPresident ~~the Company with the SEC on June 27, 2016~~ and ~~incorporated herein by reference.~~ Secretary

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 23, 2016, in connection with the consummation of the Merger, the Company notified the NASDAQ Global Market (“NASDAQ”) that the Merger had been consummated, and requested that the trading of Shares on NASDAQ be halted prior to market open on August 23, 2016 and suspended prior to market open on August 24, 2016. In addition, on August 23, 2016, the Company requested that NASDAQ file with the SEC a notification on Form 25 to delist the Shares from NASDAQ and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and Items 1.01, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Change in Control in Registrant.

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on August 23, 2016, a change of control of the Company occurred and the Company now is a wholly owned subsidiary of Parent.

The information contained in the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and pursuant to the terms of the Merger Agreement, from and after the Effective Time, the directors of Purchaser, Philip J. Albert, Linda S. Harty and Keyna P. Skeffington, became the directors of the Company, replacing Timothy Barberich, Chadwick Cornell, Cynthia Feldmann, Douglas Godshall, Seth Harrison, Ray Larkin, Jr., Stephen Oesterle, Robert Stockman, Robert Thomas and Denis Wade. Additionally, pursuant to the terms of the Merger Agreement, from and after the Effective Time, the officers of Purchaser became officers of the Company. The new officers of the Company are Michael J. Coyle, President; Linda S. Harty, Vice President & Treasurer; Douglas A. Hoekstra, Vice President & Controller; Keyna P. Skeffington, Vice President & Secretary; Philip J. Albert, Vice President; Matthew J. Nicolella, Vice President and Anne M. Ziebell, Assistant Secretary.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s amended and restated bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated By-Laws”).

Copies of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 8.01 Other Events.

On August 23, 2016, Medtronic issued a press release relating to the expiration of the Offer and the consummation of the Merger. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of June 27, 2016, by and among Medtronic, Inc., Medtronic Acquisition Corp. and HeartWare International, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2016).
3.1		Amended and Restated Certificate of Incorporation of HeartWare International, Inc.*
3.2		Second Amended and Restated By-Laws of HeartWare International, Inc.*
4.1		Third Supplemental Indenture, dated as of August 23, 2016, among HeartWare International, Inc. and Wilmington Trust, National Association.*
99.1		Press Release issued by Medtronic plc on August 23, 2016 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO-T/A filed with the SEC by Medtronic plc, Medtronic, Inc. and Medtronic Acquisition Corp. on August 23, 2016).

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 23, 2016

HEARTWARE INTERNATIONAL, INC. By: /s/ Keyna P. Skeffington Name: Keyna P. Skeffington Title: Vice President and Secretary

EXHIBIT INDEX

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of June 27, 2016, by and among Medtronic, Inc., Medtronic Acquisition Corp. and HeartWare International, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2016).
3.1		Amended and Restated Certificate of Incorporation of HeartWare International, Inc.*
3.2		Second Amended and Restated By-Laws of HeartWare International, Inc.*
4.1		Third Supplemental Indenture, dated as of August 23, 2016, among HeartWare International, Inc. and Wilmington Trust, National Association.*
99.1		Press Release issued by Medtronic plc on August 23, 2016 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO-T/A filed with the SEC by Medtronic plc, Medtronic, Inc. and Medtronic Acquisition Corp. on August 23, 2016).

* Filed herewith.

Filing Compare · HeartWare International, Inc.