UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

Amendment No. 1 to Form 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For The Fiscal Year Ended December 31, 2014

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

COMMISSION FILE NUMBER: 001-34256





HEARTWARE
INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-3636023                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

500 Old Connecticut Path

Framingham, Massachusetts 01701

+1 508 739 0950

(Address
of principal executive offices) (Zip Code)



(Registrants
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of Each Class                      |  | Name of Each Exchange on which Registered
|Common Stock, $0.001 Par Value Per Share |  | The NASDAQ Stock Market LLC              

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the registrants outstanding common stock held by non-affiliates computed by reference to the closing sale price of the
common stock reported on the NASDAQ Stock Market as of June 30, 2014, the last business day of the registrants second fiscal quarter, was approximately $1.07 billion.

As of February 25, 2015, the registrant had 17,238,508 shares of common stock, par value $0.001, issued and outstanding.

Documents Incorporated By Reference

None.









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EXPLANATORY NOTE

HeartWare International, Inc. (HeartWare, we, us or the Company) is filing this Amendment
No. 1 to our Annual Report on Form 10-K (the Form 10-K/A) for the fiscal year ended December 31, 2014, as originally filed with the Securities and Exchange Commission (the SEC) on March 2, 2015 (the
Original Form 10-K), to correct a typographical error in a fiscal year date contained in Item 9A. under the section captioned Managements Annual Report on Internal Control over Financial Reporting. There are no
changes to the disclosures in the Original Form 10-K, except that this Form 10-K/A amends and restates, in its entirety, such section. This Form 10-K/A does not reflect any events that occurred after the date of our Original Form 10-K. Accordingly,
there are no modifications or updates to our previously reported disclosures as presented in the Original Form 10-K.



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Managements Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on our financial statements.

Under the supervision and with the participation of our Chief Executive
Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 based on the framework in Internal ControlIntegrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Our independent registered public accounting firm, Grant Thornton LLP, has issued a report on our internal control over financial
reporting, which is included in Item 8 of the Original Form 10-K.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |  |  |                               |  |                                      
|----------------------- |  |  |  | ----------------------------- |  | -------------------------------------
|                        |  |  |  | HeartWare International, Inc.
|                        |  |  | 
|Date: November 25, 2015 |  |  |  | By                            |  | /s/ Douglas Godshall                 
|                        |  |  |  | Name:                         |  | Douglas Godshall                     
|                        |  |  |  | Title:                        |  | President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                        |  |                  
|------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | -----------------
|Name                                              |  | Title                                                                                  |  | Date             
|                                                  |  |                                                                                       
|/s/ Douglas Godshall
Douglas Godshall             |  | President, Chief Executive Officer and
Director (Principal Executive Officer)          |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Peter McAree
Peter McAree                     |  | Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ C. Raymond Larkin, Jr.
C. Raymond Larkin, Jr. |  | Chairman and Director                                                                  |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Timothy Barberich
Timothy Barberich           |  | Director                                                                               |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Cynthia Feldmann
Cynthia Feldmann             |  | Director                                                                               |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Seth Harrison
Seth Harrison                   |  | Director                                                                               |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Robert Stockman
Robert Stockman               |  | Director                                                                               |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Robert Thomas
Robert Thomas                   |  | Director                                                                               |  | November 25, 2015
|                                                  |  |                                                                                       
|/s/ Denis Wade
Denis Wade                         |  | Director                                                                               |  | November 25, 2015



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Exhibit Index



|            |  |                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                      
|            | 
|31.1        |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
|            | 
|31.2        |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934



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