Edgar Filing: ABIOMED INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MINOGUE MICHAEL R

2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ABMD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, CEO, Chairman

(Last)

(First)

(Middle)

C/O ABIOMED, INC.,, 22 CHERRY HILL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2015

(Street)

DANVERS, MA 01923

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 par value	08/18/2015		M⁽¹⁾		146,800 ⁽¹⁾	A	$ 5.86 ⁽¹⁾	386,518	D
Common Stock $.01 par value	08/18/2015		S⁽¹⁾		38,126 ⁽¹⁾	D	$ 105.048 ⁽⁷⁾	348,392	D
Common Stock $.01 par value	08/18/2015		S⁽¹⁾		28,530 ⁽¹⁾	D	$ 105.9233 ⁽⁸⁾	319,862	D
Common Stock $.01 par value	08/18/2015		S⁽¹⁾		7,214 ⁽¹⁾	D	$ 106.7676 ⁽⁹⁾	312,648	D
Common Stock $.01 par value	08/18/2015		S⁽¹⁾		523 ⁽¹⁾	D	$ 107.4812 ⁽¹⁰⁾	312,125	D
Common Stock $.01 par value	08/19/2015		S⁽¹⁾		13,996 ⁽¹⁾	D	$ 102.9076 ⁽¹¹⁾	298,129	D
Common Stock $.01 par value	08/19/2015		S⁽¹⁾		21,601 ⁽¹⁾	D	$ 103.7841 ⁽¹²⁾	276,528	D
Common Stock $.01 par value	08/19/2015		S⁽¹⁾		31,210 ⁽¹⁾	D	$ 104.7292 ⁽¹³⁾	245,318	D
Common Stock $.01 par value	08/19/2015		S⁽¹⁾		5,600 ⁽¹⁾	D	$ 105.5014 ⁽¹⁴⁾	239,718	D
Common Stock $.01 par value								36,082	I	By Trust ⁽¹⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy) ⁽⁶⁾

$ 13.57

06/01/2007

06/01/2016

Common Stock

82,000

Stock Option (right to buy) ⁽⁶⁾

$ 13.8

05/23/2009⁽²⁾

05/23/2018

Common Stock

28,333

Stock Option (right to buy) ⁽³⁾

$ 18.63

06/15/2009⁽⁴⁾

08/13/2018

Common Stock

76,875

Stock Option (right to buy) ⁽³⁾

$ 5.86

08/18/2015⁽¹⁾

M⁽¹⁾

146,800 ⁽¹⁾

05/28/2010⁽²⁾

05/28/2019

Common Stock

$ 0

Stock Option (right to buy) ⁽³⁾

$ 5.86

05/28/2010⁽²⁾

05/28/2019

Common Stock

56,700

Stock Option (right to buy) ⁽³⁾

$ 10.03

06/03/2011⁽²⁾

06/03/2020

Common Stock

105,000

Stock Option (Right to Buy) ⁽³⁾

$ 22.44

05/22/2013⁽²⁾

05/22/2022

Common Stock

50,000

Stock Option (Right to Buy) ⁽³⁾

$ 23.15

05/14/2014⁽²⁾

05/14/2024

Common stock

21,250

Stock Option (right to buy) ⁽³⁾

$ 21.55

05/14/2015⁽⁵⁾

05/14/2024

Common Stock

85,000

Stock Option (right to buy) ⁽³⁾

$ 66.25

05/13/2016⁽⁵⁾

05/13/2025

Common Stock

35,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MINOGUE MICHAEL R C/O ABIOMED, INC., 22 CHERRY HILL DRIVE DANVERS, MA 01923	X		President, CEO, Chairman

Signatures

/s/ Stephen C. McEvoy (by power of attorney)		08/20/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Sale of common stock pursuant to reporting owner's 10b5-1 plan.
(2)	These options become exercisable in annual 25% increments, commencing on the date shown in Table II, Column 6.
(3)	Grant to reporting person of option to buy the number of shares of Common Stock set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.
(4)	These options become exercisable based on the achievement of certain performance milestones.
(5)	These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.
(6)	Grant to reporting person of option to buy shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan.
(7)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $104.4100 and $105.4000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(8)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $105.4100 and $106.4000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(9)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $106.4100 and $107.4000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(10)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $107.4800 and $107.5150. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(11)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $102.3000 and $103.2750. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(12)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $103.3100 and $104.3000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(13)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $104.3100 and $105.3000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(14)	This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $105.3100 and $105.9000. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
(15)	These securities are held by the Renee D. Minogue Revocable Trust, Renee D. Minogue, trustee DTD 12/29/2005.

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