HTWR Heartware International, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

HEARTWARE INTERNATIONAL, INC.

(Name of Subject Company (issuer))

HEARTWARE INTERNATIONAL, INC.

(Name of Filing Persons (issuer))

3.50% Convertible Senior Notes due 2017

1.75% Convertible Senior Notes due 2021

(Title of Class of Securities)

422368 AA8

422368 AC4

(CUSIP Number of Class of Securities)

Keyna P. Skeffington, Esq.

Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Christopher Comeau

Paul Kinsella

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

INTRODUCTORY STATEMENT

As required by that certain Indenture, dated as of December 15, 2010 (the “ Original Indenture ”), by and between HeartWare International, Inc., a Delaware corporation (the “ Company ”), and Wilmington Trust, National Association (as successor-in-interest to Wilmington Trust FSB), as trustee (the “ Trustee ”), as amended and supplemented by that certain First Supplemental Indenture, dated as of December 15, 2010 (the “ First Supplemental Indenture ” and, together with the Original Indenture and the Third Supplemental Indenture (as defined below), the “ 2017 Notes Indenture ”), by and between the Company and the Trustee, relating to the Company’s 3.50% Convertible Senior Notes due 2017 (the “ 2017 Notes ”), as further amended and supplemented by that certain Second Supplemental Indenture, dated as of May 13, 2015 (the “ Second Supplemental Indenture ” and, together with the Original Indenture and the Third Supplemental Indenture, the “ 2021 Notes Indenture ,” and, together with the 2017 Notes Indenture, the “ Indentures ”), by and between the Company and the Trustee, relating to the Company’s 1.75% Convertible Senior Noted due 2021 (the “ 2021 Notes ” and, together with the 2017 Notes, the “ Notes ”), as further amended and supplemented by that certain Third Supplemental Indenture, dated as of August 23, 2016 (the “ Third Supplemental Indenture ”), by and between the Company and the Trustee, this Tender Offer Statement on Schedule TO (this “ Schedule TO ”) is being filed by the Company with respect to the right of each holder of the Notes (each, a “ Holder ”), at the Holder’s option, to require the Company to repurchase for cash such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on September 27, 2016 (the “ Fundamental Change Repurchase Date ”), at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, pursuant to the terms and conditions of the Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase, dated August 26, 2016 (as may be amended and supplemented from time to time, the “ Notice ”), attached hereto as Exhibit (a)(1), the Indentures and the Notes.

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9 and Item 11.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Notice is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

Item 10. Financial Statements

Not applicable.

Item 12. Exhibits

Item 13. Information Required by Schedule 13E-3

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 26, 2016

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