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Form 4 ABIOMED INC For: May 15 Filed by: MINOGUE MICHAEL R

May 19, 2015 4:54 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MINOGUE MICHAEL R

(Last) (First) (Middle)
C/O ABIOMED, INC.,
22 CHERRY HILL DRIVE

(Street)
DANVERS MA 01923

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock $.01 par value 05/15/2015   S (6)   13,311 (6) D $ 66.9622 (7) 331,161 D  
Common Stock $.01 par value 05/15/2015   S (6)   6,239 (6) D $ 67.7487 (8) 324,922 D  
Common Stock $.01 par value 05/15/2015   S (6)   133 (6) D $ 68.50 324,789 D  
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 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: 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
Stock Option (right to buy) (1) $ 13.57             06/01/2007 06/01/2016 Common Stock 0   82,000 D  
Stock Option (right to buy) (1) $ 13.8             05/23/2009 (2) 05/23/2018 Common Stock 0   28,333 D  
Stock Option (right to buy) (3) $ 18.63             06/15/2009 (4) 08/13/2018 Common Stock 0   76,875 D  
Stock Option (right to buy) (3) $ 5.86             05/28/2010 (2) 05/28/2019 Common Stock 0   146,800 D  
Stock Option (right to buy) (3) $ 5.86             05/28/2010 (2) 05/28/2019 Common Stock 0   56,700 D  
Stock Option (right to buy) (3) $ 10.03             06/03/2011 (2) 06/03/2020 Common Stock 0   105,000 D  
Stock Option (Right to Buy) (3) $ 22.44             05/22/2013 (2) 05/22/2022 Common Stock 0   50,000 D  
Stock Option (Right to Buy) (3) $ 23.15             05/14/2014 (2) 05/14/2024 Common stock 0   21,250 D  
Stock Option (right to buy) (3) $ 21.55             05/14/2015 (5) 05/14/2024 Common Stock 0   85,000 D  
Stock Option (right to buy) (3) $ 66.25             05/13/2016 (5) 05/13/2025 Common Stock 0   35,000 D  
Explanation of Responses:
1. Grant to reporting person of option to buy shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive 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. Sale of common stock pursuant to reporting owner's 10b5-1 plan, solely for payment of withholding tax liability associated with the vesting of awards of restricted stock units in accordance with the time periods set forth in such awards.
7. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $66.4500 and $67.4300. 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 $67.4500 and $68.1900. 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.
/s/ Stephen C. McEvoy (by power of attorney) 05/19/2015
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY

        The undersigned does hereby appoint each of 
Stephen McEvoy, Ian McLeod and Loretta Wedge, signing singly, 
the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the 
undersigned, in the undersigned's capacity as a 
director or officer of ABIOMED, Inc. (the "Company"), 
Forms 3, 4 and 5 in accordance with Section 16(a) of 
the Securities Exchange Act of 1934 and the rules 
thereunder;

        (2)     do and perform any and all acts for and on 
behalf of the undersigned which may be necessary or 
desirable to complete and execute any such Form 3, 4 
or 5 and timely file such form with the United States 
Securities and Exchange Commission and any stock 
exchange or similar authority; and

        (3)     take any other action of any type whatsoever 
in connection with the foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to, in the 
best interest of, or legally required by, the 
undersigned, it being understood that the documents 
executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall 
be in such form and shall contain such terms and 
conditions as such attorney-in-fact may approve in 
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the 
exercise of any of the rights and powers herein 
granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by 
virtue of this power of attorney and the rights and 
powers herein granted.  The undersigned acknowledges 
that the foregoing attorneys-in-fact, in serving in 
such capacity at the request of the undersigned, are 
not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 
16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force 
and effect until the undersigned is no longer required 
to file Forms 3, 4 and 5 with respect to the 
undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, this power of attorney has 
been executed as of the 2nd day of October, 2008 and 
shall remain in full force and effect until withdrawn 
by the undersigned in writing. 

Signature: /s/ Michael R. Minogue


Print Name: Michael R. Minogue




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