Heartware International Inc. : ASX Appendix 3B - Grant and Cancellation of Options

Manager of Company Announcements

ASX Limited

Level 6

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam

Equity Grants/Cancellations

7 January 2013

BY E-LODGEMENT

Please see the attached ASX Appendix 3B in relation to the annual grant of equity to employees

under the Company's 2012 Incentive Award Plan for the purposes of inducement and retention.

Please be advised that the Company has also cancelled 6,250 restricted stock units granted under

the Company's 2008 Stock Incentive Plan.

Yours faithfully,

Lawrence J. Knopf

General Counsel & Company Secretary

HeartWare International, Inc.

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and

documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

HeartWare International, Inc.

ARBN

132 897 762

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Restricted stock units issued under the 2012

Incentive Award Plan

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

170,900 restricted stock units issued under the

2012 Incentive Award Plan

+ See chapter 19 for defined terms.

1/1/2003 Appendix 3B Page 1

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
165,400 restricted stock units (unquoted). Each restricted stock unit is issued for no monetary consideration and on vesting entitles the holder to be issued one share of common stock for no monetary consideration and otherwise each restricted stock unit is issued in accordance with the Company's 2012
Incentive Award Plan. Vesting shall occur in four equal annual tranches commencing on the first anniversary of the 20 December 2012 grant date.
5,000 restricted stock units (unquoted). Each restricted stock unit is issued for no monetary consideration and on vesting entitles the holder to be issued one share of common stock for no monetary consideration and otherwise each restricted stock unit is issued in accordance with the Company's 2012 Incentive Award Plan. Vesting shall occur in three equal annual tranches commencing on the first anniversary of the 20
December 2012 grant date.
500 restricted stock units (unquoted). Each restricted stock unit is issued for no monetary consideration and on vesting entitles the holder to be issued one share of common stock for no monetary consideration and otherwise each restricted stock unit is issued in accordance with the Company's 2012 Incentive Award Plan. Vesting shall occur in four equal annual tranches commencing on the first anniversary of the 5 December
2012 grant date.

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:

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