ABMD / Abiomed Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 d424053d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-09585 ABIOMED, Inc. (Exact name of reg

ABMD / ABIOMED, Inc. / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 003654100 (CUSIP Number) DECEMBER 21, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this S

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

Second Amended and Restated Certificate of Incorporation of ABIOMED, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION 1. The name of the corporation is: ABIOMED, Inc. (the ?Corporation?). 2. The address of the registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is: The Corporation T

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

First Amendment, effective as of December 21, 2022, to the Change of Control Severance Agreement, effective as of April 6, 2018, by and between ABIOMED, Inc. and Todd Trapp.

Exhibit 10.1 FIRST AMENDMENT TO THE CHANGE OF CONTROL SEVERANCE AGREEMENT THIS FIRST AMENDMENT TO THE CHANGE OF CONTROL SEVERANCE AGREEMENT (this ?Amendment?), between ABIOMED, Inc., a Delaware corporation (the ?Company?) and Todd Trapp (the ?Executive?), is made effective as of December 21, 2022 (the ?Amendment Effective Date?). WHEREAS, the Company and the Executive previously entered into a Cha

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

As filed with the Securities and Exchange Commission December 22, 2022

S-8 POS 1 d409517ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission December 22, 2022 Registration No. 33-23053 Registration No. 33-38030 Registration No. 33-65192 Registration No. 333-38865 Registration No. 333-66029 Registration No. 333-103245 Registration No. 333-114066 Registration No. 333-123675 Registration No. 333-123676 Registration No. 333-132054 Registration No. 333-

Second Amended and Restated By-Laws of ABIOMED, Inc.

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF ABIOMED, INC. (THE CORPORATION) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE - 1 - Contents ARTICLE I MEETINGS OF SHAREHOLDER(S) 4 1.1 Annual Meeting 4 1.2 Special Meetings 4 1.3 Notices of Meetings 4 1.4 Quorum 4 1.5 Majority Vote Required 5 1.6 Voting 5 1.7 Record Date 5 1.8 Action by Written Unanimous Consent 5 ARTICLE II BOARD OF DIREC

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

Johnson & Johnson Completes Acquisition of Abiomed Broadens MedTech Portfolio with World Leading Solutions for Heart Recovery Strengthens Position in High-Growth MedTech Segments

Exhibit (a)(5)(H) Johnson & Johnson Completes Acquisition of Abiomed Broadens MedTech Portfolio with World Leading Solutions for Heart Recovery Strengthens Position in High-Growth MedTech Segments NEW BRUNSWICK, N.

As filed with the Securities and Exchange Commission December 22, 2022

As filed with the Securities and Exchange Commission December 22, 2022 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOM

SC 14D9/A 1 d432948dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOM

SC 14D9/A 1 d429379dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status

Johnson & Johnson Announces Extension of Abiomed Tender Offer to December 21, 2022

EX-(a)(5)(G) Exhibit (a)(5)(G) FOR IMMEDIATE RELEASE Johnson & Johnson Announces Extension of Abiomed Tender Offer to December 21, 2022 NEW BRUNSWICK, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOM

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status

Calculation of Filing Fee Tables SCHEDULE TO (Rule 14d-100) ABIOMED, INC. (Name of Subject Company (Issuer)) ATHOS MERGER SUB, INC. A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Name of Filing Persons (identifying status as offe

Exhibit 107 Calculation of Filing Fee Tables SCHEDULE TO (Rule 14d-100) ABIOMED, INC.

Offer to Purchase All Outstanding Shares of Common Stock ABIOMED, INC. $380.00 net per share, in cash, plus one non-tradeable contingent value right for each share, which represents the contractual right to receive contingent cash payments of up to $

Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ABIOMED, INC.

Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933

Exhibit (d)(2) EXECUTION COPY Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 PRIVATE & CONFIDENTIAL September 28, 2022 ABIOMED, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company (Issuer)) ATHOS MERGER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company (Issuer)) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer

Notice of Guaranteed Delivery Offer to Purchase All Outstanding Shares of Common Stock ABIOMED, INC. $380.00 net per share, in cash, plus one non-tradeable contingent value right for each share, which represents the contractual right to receive conti

Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of ABIOMED, INC.

Offer to Purchase All Outstanding Shares of Common Stock ABIOMED, INC. $380.00 net per share, in cash, plus one non-tradeable contingent value right for each share, which represents the contractual right to receive contingent cash payments of up to $

Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of ABIOMED, INC.

AGREEMENT

Exhibit (e)(13) AGREEMENT AGREEMENT by and between ABIOMED, INC., a Delaware corporation (the ?Company?), and David Weber (the ?Executive?), dated as of the 15th day of September, 2008. The Compensation Committee of the Board of Directors of the Company (the ?Compensation Committee?), has determined that it is in the best interests of the Company and its shareholders to assure that the Company wil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ABIOMED, Inc. (Name of Subject Company) ABIOMED, Inc. (Name of

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Offer to Purchase All Outstanding Shares of Common Stock ABIOMED, Inc. $380.00 net per share, in cash, plus one non-tradeable contingent value right for each share, which represents the contractual right to receive contingent cash payments of up to $

Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of ABIOMED, Inc.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

Letter of Transmittal to Tender Shares of Common Stock ABIOMED, INC. $380.00 net per share, in cash, plus one non-tradeable contingent value right for each share, which represents the contractual right to receive contingent cash payments of up to $35

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of ABIOMED, INC.

Exhibit 99.1: Japanese translation of Press Release dated November 1, 2022, filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on November 1, 2022.

Exhibit 99.1 The following is the Japanese translation of the Press Release dated November 1, 2022, filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on November 1, 2022. FOR IMMEDIATE RELEASE J.P. Morgan Securities LLC Cravath, Swaine & Moore LLP Goldman Sachs & Co. LLC 877-869-3847 / +1 201-689-8261 www.investor.jnj.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

SC14D9C 1 d359247dsc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CU

Exhibit 99.2: German translation of Letter from Mike Minogue, Chairman, President and Chief Executive Officer, included in monthly all-employee Newsletter, dated November 7, 2022.

Exhibit 99.2 The following is an excerpt from the German translation of the November edition of the Company Monthly Newsletter, which was disseminated to all employees on November 7, 2022. Brief von Mike Minogue Vorsitzender, Pr?sident und Chief Executive Officer Hallo zusammen, was f?r eine unglaubliche Woche f?r Abiomed. Letzten Dienstag k?ndigte Johnson & Johnson, eines der gr??ten Unternehmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other

Exhibit 99.1: Letter from Mike Minogue, Chairman, President and Chief Executive Officer, included in monthly all-employee Newsletter, dated November 7, 2022.

Exhibit 99.1 The following is an excerpt from the November edition of the Company Monthly Newsletter, which was disseminated to all employees on November 7, 2022. Letter From Mike Minogue Chairman, President and Chief Executive Officer Hello Everyone, What an incredible week for Abiomed. Last Tuesday, Johnson & Johnson, one of the biggest companies in MedTech, announced it will be bringing heart r

Exhibit 99.3: Japanese translation of Letter from Mike Minogue, Chairman, President and Chief Executive Officer, included in monthly all-employee Newsletter, dated November 7, 2022.

Exhibit 99.3 The following is an excerpt from the Japanese translation of the November edition of the Company Monthly Newsletter, which was disseminated to all employees on November 7, 2022. ???????????????? ????? ? ??????? ?????????? ??????????????????????????? ??????????????????????????????????????????????????????????????????????????????????????????????????????? ?????????????????????????????????

We have a 134-year legacy pioneering sterile sutures that would revolutionize the surgical room and the practice of medicine all over the world.

Exhibit 99.1 We have a 134-year legacy pioneering sterile sutures that would revolutionize the surgical room and the practice of medicine all over the world. J&J is a global MedTech We have a highly diversified leader with $27B in 2021 sales and leading portfolio. We have a strong innovation Our 11 priority platforms each deliver and projected growth this year more than $1B in sales annually. Of e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securities) Mar

Exhibit 99.1: Email from Chuck Simonton, MD, Vice President & Chief Medical Officer, sent to clinical study investigators, dated November 3, 2022.

Exhibit 99.1 Dear Abiomed Clinical Study Investigators, This morning, we announced an agreement has been reached for Abiomed to become part of Johnson & Johnson. This is exciting news for our company and will greatly benefit our patients and partners. Importantly, this transaction will not change anything with respect to our products, clinical support, clinical trial programs, or our partnership w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securities) Mic

Exhibit 99.2: Email from Company Corporate Communications, sent to all Company employees, dated November 4, 2022.

Exhibit 99.2 The following is an email sent to all Company employees on November 4, 2022, containing a link to a Q&A regarding the transaction. The Q&A is filed separately as Exhibit 99.3 to this Schedule 14D-9c. ENGLISH SUBJECT LINE: Employee Q&A Update ? Nov. 4, 2022 EMAIL TEXT INTERNAL COMMUNICATIONS ONLY ? DO NOT FORWARD Hello everyone. Thank you for submitting your questions about Tuesday?s a

Exhibit 99.3: Employee Questions and Answers, hyperlinked in email from Company Corporate Communications, sent to all Company employees, dated November 4, 2022.

Exhibit 99.3 [email protected] ? Updated Nov. 3, 2022 Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. ??????????????????????????? 1. What will happen to Abiomed?s ESPP program? Is ESPP something we can/should opt out of? Is my payroll deduction now going toward Abiomed or Johnson & Johnson stock? The Abiomed ESP

Exhibit 99.1: Email sent by the Company on behalf of Ashley McEvoy, Executive Vice President and Worldwide Chairman of Johnson & Johnson MedTech, to the Company’s employees, dated November 3, 2022.

Exhibit 99.1 Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. ??????????????????????????? Abiomed Team, On behalf of everyone at Johnson & Johnson, we look forward to welcoming you to our organization. Like your Four Guiding Principles and patients first philosophy, Johnson & Johnson is guided by Our Credo [LINK: htt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOM

Exhibit 99.2: Email from Poornima Sood, MD, MBA, Vice President, Clinical and Regulatory Affairs, sent to clinical study partners, dated November 3, 2022.

EX-99.2 Exhibit 99.2 Dear Valued Abiomed Clinical Study Partner, This week, we announced an agreement has been reached for Abiomed to become part of Johnson & Johnson. This is exciting news for our company and will greatly benefit our patients and partners. You can read the press release here. As a valued partner, we would like to reach out to you to make sure you understand this changes nothing w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securities) Mic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other

A Message from Ashley McEvoy at Johnson & Johnson

EX-99.1 Exhibit 99.1 Subject: A Message from Ashley McEvoy at Johnson & Johnson Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. 日本語メッセージは下にスクロールダウンしてご覧ください Abiomed Team, On behalf of everyone at Johnson & Johnson, we look forward to welcoming you to our organization. Like your Four Guiding Principles and patients fi

Exhibit 99.10: Approved Business Partner Messaging Kit.

EX-99.10 Exhibit 99.10 Approved Business Partner Messaging Kit For Internal Use Only - Do Not Forward or Distribute TALKING POINTS • Good morning – I would like to contact you personally about the exciting news we announced today. • An agreement has been reached for Abiomed to become part of Johnson & Johnson, becoming a standalone business within its organization. • I want to personally assure yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securit

Exhibit 99.6: “I am Abiomed. I am Heart Recovery” Transcript, transcript of video hyperlinked in email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.6 Exhibit 99.6 “I am Abiomed. I am Heart Recovery” Transcript “I am Abiomed” repeated in multiple languages as voiceover in introduction. In English: “I am Abiomed.” In English: “I am heart recovery.” In German: “Together with my Teammates…” In English: “…we put patients first and are committed to recovering hearts.” In German “…and are committed to savings lives” In English: “We sustain our

Exhibit 99.5: Abiomed Four Principles Animation United States Version 2021, transcript of video hyperlinked in email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.5 6 d378394dex995.htm EX-99.5 Exhibit 99.5 Abiomed Four Principles Animation United States Version 2021 Recovering hearts and saving lives is the founding principle and guiding compass of our organization. This is our highest recognition of success. Recovering and preserving our patients’ hearts and oxygenating their bodies enables them to return home to their families and enjoy an improved

Exhibit 99.1: Transcript of meeting held by Andrew Greenfield with the Global Field Team on November 1, 2022.

Exhibit 99.1 Sent to Global Field Team 11/1/2022 around 8:30pm Hello, everyone. I thought this would be an opportunity for us to get back together again. I really, what an amazing day. An exciting moment in our Abiomed next phase for the organization. So I just want to call it a couple of things. You know, I hope you?ve had an opportunity to kind of absorb the moments. And I also want to make sure

Exhibit 99.9: Approved Government or Association Messaging Kit.

EX-99.9 Exhibit 99.9 Approved Government or Association Messaging Kit For Internal Use Only - Do Not Forward or Distribute TALKING POINTS • Good morning – I would like to let you know right away about some exciting news that we announced today. • An agreement has been reached for Abiomed to become part of Johnson & Johnson, becoming a standalone business within its organization. • This transaction

Exhibit 99.2: Follow-up email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.2 Exhibit 99.2 Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. 日本語メッセージは下にスクロールダウンしてご覧ください Hello Everyone, As promised at today’s all-employee meeting, below is additional information related to today’s news. Please review the Q&A document carefully. If you have additional questions, please send them to questi

Exhibit 99.1: Email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.1 Exhibit 99.1 Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. 日本語メッセージは下にスクロールダウンしてご覧ください Hello Everyone, Moments ago, in a joint press release [LINK: https://www.businesswire.com/news/home/20221101005752/en/Johnson-Johnson-to-Acquire-Abiomed] from Abiomed and Johnson & Johnson it was announced that an agreem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securit

Exhibit 99.3: Q&A Document for Employees, hyperlinked in email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.3 Exhibit 99.3 Please scroll down to read this message in German and Japanese. Bitte scrollt nach unten, um diese Nachricht auf Deutsch zu lesen. 日本語メッセージは下にスクロールダウンしてご覧ください Q&A Document for Employees This Q&A document is intended to answer some of the questions you may have about the pending acquisition of Abiomed by Johnson & Johnson. Keep in mind, the process is at an early stage. Informa

Exhibit 99.8: Approved Physician Messaging Kit.

EX-99.8 Exhibit 99.8 Approved Physician Messaging Kit For Internal Use Only - Do Not Forward or Distribute TALKING POINTS • Good morning – I would like to let you know right away about some exciting news that we announced today. • An agreement has been reached for Abiomed to become part of Johnson & Johnson, becoming a standalone business within its organization. • I want to make it clear that not

Exhibit 99.7: Approved Supplier Messaging Kit.

EX-99.7 Exhibit 99.7 Approved Supplier Messaging Kit For Internal Use Only - Do Not Forward or Distribute TALKING POINTS • Good morning – I would like to contact you personally about the exciting news we announced today. • This morning, we announced an agreement has been reached for Abiomed to become part of Johnson & Johnson. • For certain key vendor relationships: Based on our long-standing part

Exhibit 99.4: Abiomed Operating Procedures United States Version, transcript of video hyperlinked in email from Michael Minogue, Chairman, President and Chief Executive Officer of the Company, sent to the Company’s employees, dated November 1, 2022.

EX-99.4 Exhibit 99.4 Abiomed Operating Procedures United States Version At Abiomed our patients are why we exist. They are our purpose. Our highest recognition of success is to recover and preserve our patients’ hearts so they can return home to their families. Our four principals describe what we do. We recover hearts and save lives, lead in technology and innovation, grow shareholder value, and

Letter Agreement, dated as of October 31, 2022, between ABIOMED, Inc. and Michael R. Minogue

EX-10.2 6 d395522dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION October 31, 2022 Michael R. Minogue c/o last address on file with the Company Dear Michael: Reference is made to the Employment Agreement, dated as of April 5, 2004 (as amended through the date hereof, the “Employment Agreement”), by and between ABIOMED, Inc., a Delaware corporation (the “Company”) and Michael R. Minogue (the “Exec

Retention Agreement, dated as of October 31, 2022, between ABIOMED, Inc. and Andrew Greenfield

Exhibit 10.1 EXECUTION VERSION October 31, 2022 Andrew Greenfield c/o last address on file with the Company Re: Retention Agreement Dear Andrew: In recognition of your leadership skills and experience and in order to promote a successful integration of Abiomed, Inc. (the ?Company?) with Johnson & Johnson (?Parent?), we are excited to provide you with the retention opportunity described herein, whi

Agreement and Plan of Merger, dated as of October 31, 2022, by and among ABIOMED, Inc., Johnson & Johnson, and Athos Merger Sub, Inc.

EX-2.1 2 d395522dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 13 1.3 Certain Interpretations 15 ARTICLE II THE OFFER 17 2.1 The Offer 17 2.2 Company A

Johnson & Johnson + Abiomed Investor Presentation November 1, 2022

EX-99.2 2 d377633dex992.htm EX-99.2 Johnson & Johnson Announces Acquisition of Abiomed Conference Call to Begin at 8:00 AM ET Exhibit 99.2 Johnson & Johnson + Abiomed Investor Presentation November 1, 2022 Today’s Speakers Joaquin Duato Chief Executive Officer of Johnson & Johnson Ashley McEvoy Executive Vice President and Worldwide Chairman of MedTech at Johnson & Johnson Joe Wolk Chief Financial

Amended and Restated By-Laws of the Company.

Exhibit 3.1 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated on May 26, 2022, as further amended on October 31, 2022 TABLE OF CONTENTS Page Article I. Stockholders 1 Section 1.1. Annual Meeting 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meeting 1 Section 1.4. Quorum 2 Section 1.5. Voting and Proxies 2 Section 1.6. Action at Meeting 2 Sectio

Event ID: 137191913900

EX-99.3 3 d377633dex993.htm EX-99.3 Exhibit 99.3 Event ID: 137191913900 Event Name: Johnson & Johnson to Acquire ABIOMED Inc Call Event Date: 2022-11-01T12:00:00 UTC P: Operator;; C: Ashley A. McEvoy;Johnson & Johnson;Executive VP & Worldwide Chairman of MedTech C: Jessica Moore;Johnson & Johnson;VP of IR C: Joaquin Duato;Johnson & Johnson;CEO & Director C: Joseph J. Wolk;Johnson & Johnson;Executi

Linkedln: 8.107,981 followers 4h + Follow NEWS: Today Johnson & Johnson announced an agreement to acquire Abiomed, a world leader in heart recovery. This transaction is consistent with our strategy to expand into high-growth segments while advancing

EX-99.4 4 d377633dex994.htm EX-99.4 Exhibit 99.4 LinkedIn: Linkedln: 8.107,981 followers 4h + Follow NEWS: Today Johnson & Johnson announced an agreement to acquire Abiomed, a world leader in heart recovery. This transaction is consistent with our strategy to expand into high-growth segments while advancing the future of healthcare through medical technologies that are smarter, less invasive and m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIOMED, INC. (Name of Subject Company) ABIOMED, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 003654100 (CUSIP Number of Class of Securit

Form of Contingent Value Rights Agreement, by and among Johnson & Johnson and a rights agent mutually acceptable to Johnson & Johnson and ABIOMED, Inc.

Exhibit 2.2 EXHIBIT A CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [?] (this ?Agreement?), is entered into by and between Johnson & Johnson, a New Jersey corporation (?Parent?), and [?], a [?], as Rights Agent (the ?Rights Agent?). RECITALS WHEREAS, Parent, Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ABIOMED, INC. (Name of Subject Company) ATHOS MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other

Johnson & Johnson to Acquire Abiomed Strengthens Johnson & Johnson’s MedTech Business with the Addition of Abiomed, a World-Leader in Heart Recovery Transaction to Bring Lifesaving Innovations to More Patients with Unmet Need Expected to Enhance John

Exhibit 99.1 FOR IMMEDIATE RELEASE Johnson & Johnson to Acquire Abiomed Strengthens Johnson & Johnson?s MedTech Business with the Addition of Abiomed, a World-Leader in Heart Recovery Transaction to Bring Lifesaving Innovations to More Patients with Unmet Need Expected to Enhance Johnson & Johnson?s Near- and Long-Term Sales and Earnings Growth; Accretive to Adjusted Earnings beginning in 2024 Con

ABIOMED ANNOUNCES SECOND QUARTER REVENUE OF $266 MILLION, UP 11% IN CONSTANT CURRENCY*, UP 7% ON A REPORTED BASIS YEAR OVER YEAR

EX-99.1 2 abmd-ex991.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES SECOND QUARTER REVENUE OF $266 MILLION, UP 11% IN CONSTANT CURRENCY*, UP 7% ON A REPORTED BASIS YEAR OVER YEAR Danvers, Mass. — November 1, 2022 – ABIOMED, Inc. (NASDAQ: ABMD), a leader in breakthrough heart, lung and kidney support technologies, today announces financial results for the quarter ended September 30, 2022. Second Quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 ABIOMED, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Num

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Form – Performance-Based RSU Agreement (Executive Officer) under the Second Amended and Restated 2015 Omnibus Incentive Plan

EX-10.1 3 abmd-ex101.htm EX-10.1 Exhibit 10.1 Grantee: [Executive Officer Name] Target Number of Restricted Stock Units: [Target Number] Date of Grant: [Grant Date] Vesting: Three Year Cliff (vesting on the third anniversary of the Date of Grant, subject to the satisfaction of performance-based and time-based vesting conditions) ABIOMED, Inc. Second Amended & Restated 2015 Omnibus Incentive Plan P

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Amended & Restated By-Laws, as Amended and Restated May 26, 2022

Exhibit 3.2 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated May 26, 2022 TABLE OF CONTENTS Page Article I. Stockholders 1 Section 1.1. Annual Meeting 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meeting 1 Section 1.4. Quorum 2 Section 1.5. Voting and Proxies 2 Section 1.6. Action at Meeting 2 Section 1.7. Action Without Meeting 2 Section 1.8

ABIOMED ANNOUNCES FIRST QUARTER RECORD REVENUE OF $277 MILLION, UP 10% YEAR OVER YEAR, UP 12% IN CONSTANT CURRENCY*

Exhibit 99.1 ABIOMED ANNOUNCES FIRST QUARTER RECORD REVENUE OF $277 MILLION, UP 10% YEAR OVER YEAR, UP 12% IN CONSTANT CURRENCY* Danvers, Mass. ? August 4, 2022 ? ABIOMED, Inc. (NASDAQ: ABMD), a leader in breakthrough heart, lung and kidney support technologies, today announces financial results for the quarter ended June 30, 2022. First Quarter 2023 Financial Highlights: ? Revenue of $277 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED, I

Form – Time-Based RSU Agreement (Executive Officer) under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.2 Grantee: [Executive Officer Name] Number of Restricted Stock Units: [Aggregate Amount] Date of Grant: [Grant Date] ABIOMED, Inc. Second Amended & Restated 2015 Omnibus Incentive Plan Time-Based Restricted Stock Unit Agreement (Section 16 and Other Officers) This agreement (this ?Agreement?) evidences the grant of restricted stock units (the ?Restricted Stock Units?) by ABIOMED, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED Retirement Savings Plan (Full title of the Plan) ABIOMED, Inc.

Subsidiaries of the Registrant

EX-21.1 3 abmd-ex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY ORGANIZED UNDER LAWS OF ABIOMED Holding Company, Inc. Delaware ABIOMED Commercial, LLC Delaware ABIOMED R&D, Inc. Delaware Breethe, Inc. Delaware Precardia, Inc Delaware ABIOMED Australia Pte. Ltd Australia ABIOMED SARL France Precardia SAS France ABIOMED Europe, GmbH Germany AIS GmbH Aachen Innovative Solution

Conflict Minerals Report

Exhibit 1.01 ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2021 This Conflict Minerals Report (this “Report”) of ABIOMED, Inc. (the “Company”) has been prepared as provided for in Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2021 to December 31, 2021. The Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-09585 04-2743260 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 22 Cherry Hill Drive, Danvers, Massachusetts 01923 (Address of principal executive of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09585 ABIOMED, Inc.

Form – Performance-Based PSU Option Agreement (Executive Officer) under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.9 Grantee: Target Number of Restricted Stock Units: Date of Grant: ABIOMED, Inc. SECOND AMENDED & RESTATED 2015 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Agreement (Executive Officer) This agreement (this ?Agreement?) evidences the grant of restricted stock units (the ?Restricted Stock Units?) by ABIOMED, Inc. (the ?Company?) to the individual named above (the ?Grantee?), pursuant to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

ABIOMED ANNOUNCES FOURTH QUARTER RECORD REVENUE OF $270 MILLION, UP 12% YEAR OVER YEAR FY 2022 Annual Revenue of $1.032 billion, Up 22% Versus Prior Year

Exhibit 99.1 ABIOMED ANNOUNCES FOURTH QUARTER RECORD REVENUE OF $270 MILLION, UP 12% YEAR OVER YEAR FY 2022 Annual Revenue of $1.032 billion, Up 22% Versus Prior Year Danvers, Mass. ? April 28, 2022 ? ABIOMED, Inc. (NASDAQ: ABMD), a leader in breakthrough heart, lung and kidney support technologies, today announced financial results for the quarter and fiscal year ended March 31, 2022. Financial s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number)

ABMD / ABIOMED, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: ABIOMED Inc. Title of Class of Securities: Common Stock CUSIP Number: 003654100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

ABMD / ABIOMED, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ABIOMED, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 003654100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

ABIOMED ANNOUNCES RECORD REVENUE OF $261 MILLION, UP 13% YEAR OVER YEAR Increasing Low End of Guidance: $1,025 Million - $1,030 Million, up 21% - 22%

Exhibit 99.1 ABIOMED ANNOUNCES RECORD REVENUE OF $261 MILLION, UP 13% YEAR OVER YEAR Increasing Low End of Guidance: $1,025 Million - $1,030 Million, up 21% - 22% Danvers, Mass. ? February 3, 2022 ? ABIOMED, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced financial results for the quarter ended December 31, 2021. Q3 financial summary and operatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOM

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES Q2 FY 2022 REVENUE OF $248 MILLION, UP 18% YEAR OVER YEAR

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q2 FY 2022 REVENUE OF $248 MILLION, UP 18% YEAR OVER YEAR DANVERS, Mass. — October 28, 2021 – ABIOMED, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced financial results for the quarter ended September 30, 2021. Q2 financial summary and operational highlights: • Revenue for the quart

Form of Indemnification Agreement by and between the Company and its directors and officers

EX-10.1 2 abmd-ex10128.htm EX-10.1 EX 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2021, by and between ABIOMED, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS The Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it must pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED, I

Form of Executive Officer Time-Based Stock Option Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.2 Name: Number of Shares of Stock Subject to Stock Option: Exercise Price Per Share: Date of Grant: ABIOMED, Inc. SEcond AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN Non-statutory Stock Option Agreement (Executive Officer) This agreement (this “Agreement”) evidences the grant of a stock option by ABIOMED, Inc. (the “Company”) to the individual named above (the “Optionee”) pursuant t

Form of Executive Officer Performance-Based PSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.3 ABIOMED, INC. Second Amended & Restated 2015 Omnibus Incentive Plan Notice of Restricted Stock Unit Grant Grantee:[l] Company: ABIOMED, Inc. Notice: The Grantee has been granted the following Restricted Stock Units in accordance with the terms of this notice (the ?Grant Notice?), the Restricted Stock Unit Award Agreement attached hereto as Attachment A (the ?RSU Award Agreement?, and

Form of Executive Officer Time-Based RSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

EX-10.1 2 abmd-ex101557.htm EX-10.1 Exhibit 10.1 Name: Number of Restricted Stock Units: Date of Grant: ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan Restricted Stock Unit Agreement (Executive Officer) This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

ABIOMED ANNOUNCES RECORD REVENUE OF $253 MILLION, UP 53% YEAR OVER YEAR

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES RECORD REVENUE OF $253 MILLION, UP 53% YEAR OVER YEAR Full year global revenue guidance increased for fiscal year 2022 to 22% - 24% growth versus prior year DANVERS, Mass. — August 4, 2021 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced financial results for the quarter e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED Retirement Savings Plan (Full title of the Plan) ABIOMED, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Abiomed Acquires preCARDIA, a Breakthrough Medical Device Company, to Improve Outcomes for Heart Failure Patients

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 Abiomed Acquires preCARDIA, a Breakthrough Medical Device Company, to Improve Outcomes for Heart Failure Patients Danvers, Mass. – June 1, 2021 – Abiomed (NASDAQ: ABMD) has acquired preCARDIA, developer of a proprietary catheter and controller that will complement Abiomed’s product portfolio to expand options for patients with acute decompensated hear

Conflict Minerals Report for the calendar year ended December 31, 2020

EX-1.01 2 abmd-ex1016.htm EX-1.01 Exhibit 1.01 ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2020 This Conflict Minerals Report (the “Report”) of ABIOMED, Inc. (the “Company”) has been prepared as provided for in Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1,

Offer letter with Marc A. Began dated May 11, 2018

Exhibit 10.22 May 10, 2018 Marc A. Began P.O. Box 32 Windsor NJ 08561 Dear Marc: I am pleased to confirm our offer of employment to you as Vice President, Patent Counsel (at the Senior Director level) for Abiomed, INC. (“ABIOMED” or the “Company”). This position currently reports to Mike Minogue, CEO, Chairman, and President of ABIOMED, and is based in Danvers, MA. We are excited to have you join

Subsidiaries of the Registrant

EX-21.1 5 abmd-ex2117.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY ORGANIZED UNDER LAWS OF ABIOMED R&D, Inc. Delaware ABD Holding Company, Inc. Massachusetts Breethe, Inc. Maryland ABIOMED Europe, GmbH Germany ECP Entwicklungsgesellschaft mbH Germany AIS GmbH Aachen Innovative Solutions Germany ABIOMED SARL France ABIOMED Limited United Kingdom ABIOMED Athlone Ltd Ireland ABI

Change of Control Severance Agreement between ABIOMED, Inc and Marc A. Began dated November 1, 2018

EX-10.23 3 abmd-ex10231355.htm EX-10.23 Exhibit 10.23 ABIOMED, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Severance Agreement (this “Agreement”) is entered into and made effective as of the 1st day of November, 2018 (the “Effective Date”) by and between ABIOMED, Inc., a Delaware corporation (the “Company”), and Marc A. Began (the “Executive). WHEREAS the Executive currently

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09585 ABIOMED, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter)

SD 1 abmd-sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-09585 04-2743260 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 22 Cherry Hill Drive, Danvers, Massachusetts 01923 (Address of pr

Change of Control Severance Agreement between ABIOMED, Inc and Andrew J. Greenfield dated September 15, 2008

Exhibit 10.24 AGREEMENT AGREEMENT by and between ABIOMED, INC., a Delaware corporation (the "Company"), and Andrew J. Greenfield (the "Executive"), dated as of the 15th of September, 2008. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company w

ABIOMED ANNOUNCES RECORD REVENUE OF $241 MILLION, UP 17% YEAR OVER YEAR, WITH 26.0% OPERATING MARGIN FY 2021 Annual Revenue of $848 Million, Up 1%, with 27.1% Operating Margin during COVID-19 pandemic

Exhibit 99.1 ABIOMED ANNOUNCES RECORD REVENUE OF $241 MILLION, UP 17% YEAR OVER YEAR, WITH 26.0% OPERATING MARGIN FY 2021 Annual Revenue of $848 Million, Up 1%, with 27.1% Operating Margin during COVID-19 pandemic DANVERS, Mass. ? April 29, 2021 ? Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported record fourth quarter fiscal 2021 revenue of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Dr. Paula A. Johnson Joins Abiomed Board of Directors

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 Dr. Paula A. Johnson Joins Abiomed Board of Directors DANVERS, Mass., April 28, 2021 – Abiomed (NASDAQ: ABMD) announces the appointment of Paula A. Johnson, MD, MPH, to the Abiomed Board of Directors, effective immediately. Dr. Johnson will serve as a member of the Governance and Nominating Committee of the board. Following the appointment of Dr. John

Other Events

- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES APOINTMENT OF DR. MYRON L. ROLLE TO BOARD OF DIRECTORS

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES APOINTMENT OF DR. MYRON L. ROLLE TO BOARD OF DIRECTORS DANVERS, Mass. — February 17, 2021 – Abiomed, Inc. (NASDAQ: ABMD) announces the appointment of Myron Rolle, MD, to the Abiomed Board of Directors, effective immediately. Dr. Rolle will serve as a member of the Governance and Nomination Committee and Regulatory and Compliance Comm

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Num

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: ABIOMED Inc. Title of Class of Securities: Common Stock CUSIP Number: 003654100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Form of Chief Executive Officer Performance-Based PSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.1 Grantee: [Chief Executive Officer Name] Target Number of Restricted Stock Units: Performance Period: Date of Grant: ABIOMED, Inc. SECOND AMENDED & RESTATED 2015 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Agreement (Named Executive Officer) This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) t

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOME

Form of Executive Officer Performance-Based PSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 10.2 Grantee: Number of Shares Restricted of Stock Units: Performance Period: Date of Grant: ABIOMED, Inc. SECOND AMENDED & RESTATED 2015 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Agreement (Named Executive Officer) This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above

ABIOMED ANNOUNCES Q3 FY 2021 RECORD REVENUE OF $232 MILLION, UP 5% YEAR OVER YEAR, WITH 31% OPERATING MARGIN

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q3 FY 2021 RECORD REVENUE OF $232 MILLION, UP 5% YEAR OVER YEAR, WITH 31% OPERATING MARGIN DANVERS, Mass. — January 28, 2021 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported record revenue in the third quarter fiscal 2021 of $231.7 million, a year over year increase of 5% co

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Form of Executive Officer Time-Based RSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

EX-10.1 2 abmd-ex101236.htm EX-10.1 Exhibit 10.1 Name: Number of Restricted Stock Units: Date of Grant: ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan Restricted Stock Unit Agreement (Executive Officer) This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOM

Form of Executive Officer Performance-Based PSU Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

EX-10.3 4 abmd-ex103235.htm EX-10.3 Exhibit 10.3 Grantee: Target Number of Restricted Stock Units: Date of Grant: ABIOMED, Inc. SECOND AMENDED & RESTATED 2015 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Agreement (Executive Officer) This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual name

Form of Executive Officer Time-Based Stock Option Agreement under the Second Amended and Restated 2015 Omnibus Incentive Plan

EX-10.2 3 abmd-ex102237.htm EX-10.2 Exhibit 10.2 Name: Number of Shares of Stock Subject to Stock Option: Exercise Price Per Share: Date of Grant: ABIOMED, Inc. SEcond AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN Non-statutory Stock Option Agreement (Executive Officer) This agreement (this “Agreement”) evidences the grant of a stock option by ABIOMED, Inc. (the “Company”) to the individual nam

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES Q2 FY 2021 REVENUE OF $210 MILLION, UP 27% OVER Q1 FY 2021 AND UP 2% OVER Q2 FY 2020 WITH 29.2% OPERATING MARGIN

Exhibit 99.1 ABIOMED ANNOUNCES Q2 FY 2021 REVENUE OF $210 MILLION, UP 27% OVER Q1 FY 2021 AND UP 2% OVER Q2 FY 2020 WITH 29.2% OPERATING MARGIN DANVERS, Mass. — October 29, 2020 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported second quarter fiscal 2021 revenue of $209.8 million, a sequential increase of 27% compared to Q1 fiscal year 202

ABMD / ABIOMED, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

Other Events - 8-K

- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES Q1 FY 2021 REVENUE OF $165 MILLION AND 21% OPERATING MARGIN June Revenue Up 4% Versus Prior Year

Exhibit 99.1 ABIOMED ANNOUNCES Q1 FY 2021 REVENUE OF $165 MILLION AND 21% OPERATING MARGIN June Revenue Up 4% Versus Prior Year DANVERS, Mass. — August 6, 2020 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported first quarter fiscal 2021 revenue of $164.9 million compared to revenue of $207.7 million for the same period of fiscal 2020 despit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED, I

SWAV / ShockWave Medical, Inc. / Abiomed Inc - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ShockWave Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82489T 104 (CUSIP Number) Marc Began, Esq. ABIOMED, Inc. 22 Cherry Hill Drive Danvers, Massachusetts 01923 978-646-1400 (Name, Addre

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED Retirement Savings Plan (Full title of the Plan) ABIOMED, Inc.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09585 ABIOMED, Inc.

Description of Common Stock

Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following is a description of the common stock of ABIOMED, Inc. (“ABIOMED” or the “Company”). This description is qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated By-Laws (the “By-Laws”). Authorized Capitalization As of March 31, 2020,

Amended & Restated By-Laws, as Amended and Restated February 4, 2020

EX-3.2 2 abmd-ex32389.htm EX-3.2 Exhibit 3.2 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated February 4, 2020 TABLE OF CONTENTS Page Article I. Stockholders 1 Section 1.1. Annual Meeting 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meeting 1 Section 1.4. Quorum 1 Section 1.5. Voting and Proxies 2 Section 1.6. Action at Meeting 2 Section 1.7.

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-09585 04-2743260 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 22 Cherry Hill Drive, Danvers, Massachusetts 01923 (Address of principal executive of

Letter Agreement dated April 27, 2020 with Executive Officers relates to salary reduction

Exhibit 10.19 April 27, 2020 By Email Paul G. Thomas, Chairman of the Compensation Committee Board of Directors of Abiomed, Inc. C/O of: Marc Began, Secretary 22 Cherry Hill Drive Danvers, Ma 01923 Re:Temporary Salary Reduction To the Board of Directors of Abiomed, Inc.: In light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its impact on the operations of Abiomed

Conflict Minerals Report for the calendar year ended December 31, 2019.

Exhibit 1.01 ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2019 This Conflict Minerals Report (the “Report”) of ABIOMED, Inc. (the “Company”) has been prepared as provided for in Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2019 to December 31, 2019. The Con

Letter Agreement dated April 27, 2020 with David Weber related to salary waiver

EX-10.18 5 abmd-ex1018559.htm EX-10.18 Exhibit 10.18 April 27, 2020 By Email Paul G. Thomas, Chairman of the Compensation Committee Board of Directors of Abiomed, Inc. C/O of: Marc Began, Secretary 22 Cherry Hill Drive Danvers, Ma 01923 Re:Temporary Salary Reduction To the Board of Directors of Abiomed, Inc.: In light of the disruption and uncertainty created by the evolving COVID-19 pandemic and

Subsidiaries of the Registrant

EX-21.1 7 abmd-ex2118.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY ORGANIZED UNDER LAWS OF ABIOMED R&D, Inc. Delaware ABD Holding Company, Inc. Massachusetts ABIOMED Europe, GmbH Germany ECP Entwicklungsgesellschaft mbH Germany AIS GmbH Aachen Innovative Solutions Germany ABIOMED SARL France ABIOMED Limited United Kingdom ABIOMED Athlone Ltd Ireland ABIOMED Japan KK Japan ABI

Letter Agreement dated April 27, 2020 with Michael R. Minogue related to salary waiver

Exhibit 10.17 April 27, 2020 By Email Paul G. Thomas, Chairman of the Compensation Committee Board of Directors of Abiomed, Inc. C/O of: Marc Began, Secretary 22 Cherry Hill Drive Danvers, Ma 01923 Re:Temporary Salary Reduction To the Board of Directors of Abiomed, Inc.: In light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its impact on the operations of Abiomed

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

ABIOMED ANNOUNCES Q4 FY 2020 REVENUE OF $207 MILLION AND 28.1% OPERATING MARGIN FY 2020 Annual Revenue of $841 Million, Up 9%, and 29.6% Operating Margin

Exhibit 99.1 ABIOMED ANNOUNCES Q4 FY 2020 REVENUE OF $207 MILLION AND 28.1% OPERATING MARGIN FY 2020 Annual Revenue of $841 Million, Up 9%, and 29.6% Operating Margin DANVERS, Mass. — April 30, 2020 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported fourth quarter fiscal 2020 revenue of $206.7 million compared to revenue of $207.1 million f

ABMD / ABIOMED, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

SC 13G/A 1 a20-61181sc13ga.htm SC 13G/A UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . .10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Abiomed, Inc. (Name of Issuer) Common (Title of Class of Securities) 003654100 (CUSIP Nu

ABMD / ABIOMED, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0713-abiomedinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: ABIOMED Inc Title of Class of Securities: Common Stock CUSIP Number: 003654100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pur

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOME

Amended & Restated By-Laws, as Amended and Restated February 4, 2020 (Marked)

Exhibit 3.2.2 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated February 5, 2019 February 4, 2020 TABLE OF CONTENTS Page ARTICLE I. STOCKHOLDERS 1 SECTION 1.1.ANNUAL MEETING 1 SECTION 1.2.SPECIAL MEETINGS 1 SECTION 1.3.NOTICE OF MEETING 1 SECTION 1.4.QUORUM 1 SECTION 1.5.VOTING AND PROXIES 1 SECTION 1.6.ACTION AT MEETING 2 SECTION 1.7.ACTION WITHOUT MEETI

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES Q3 FY 2020 REVENUE OF $222 MILLION AND 31.7% OPERATING MARGIN

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q3 FY 2020 REVENUE OF $222 MILLION AND 31.7% OPERATING MARGIN DANVERS, Mass. — February 6, 2020 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported third quarter fiscal 2020 revenue of $221.6 million, an increase of 10% compared to revenue of $200.6 million for th

Amended & Restated By-Laws, as Amended and Restated February 4, 2020

EX-3.2.1 2 abmd-ex321663.htm EX-3.2.1 Exhibit 3.2.1 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated February 4, 2020 TABLE OF CONTENTS Page Article I. Stockholders 1 Section 1.1. Annual Meeting1 Section 1.2. Special Meetings1 Section 1.3. Notice of Meeting1 Section 1.4. Quorum1 Section 1.5. Voting and Proxies1 Section 1.6. Action at Meeting2 Section 1.7

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES PRELIMINARY Q3 FY 2020 REVENUE OF $222 MILLION, UP 10% OVER PRIOR YEAR

Exhibit 99.1 ABIOMED ANNOUNCES PRELIMINARY Q3 FY 2020 REVENUE OF $222 MILLION, UP 10% OVER PRIOR YEAR SAN FRANCISCO — January 13, 2020 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported preliminary, unaudited, third quarter fiscal 2020 revenue of approximately $221.6 million, an increase of 10% compared to revenue of $200.6 million for the

ABIOMED ANNOUNCES Q2 FY 2020 REVENUE OF $205 MILLION AND 29.4% OPERATING MARGIN

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q2 FY 2020 REVENUE OF $205 MILLION AND 29.4% OPERATING MARGIN DANVERS, Mass. — October 31, 2019 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported second quarter fiscal 2020 revenue of $205.0 million, an increase of 13% compared to revenue of $181.8 million for t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOM

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

ABIOMED ANNOUNCES Q1 FY 2020 REVENUE OF $208 MILLION AND 29.2% OPERATING MARGIN

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q1 FY 2020 REVENUE OF $208 MILLION AND 29.2% OPERATING MARGIN DANVERS, Mass. — August 1, 2019 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported first quarter fiscal 2020 revenue of $207.7 million, an increase of 15.4% compared to revenue of $180.0 million for th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

Quarterly Report - FY2020 Q1 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED, I

ABMD / ABIOMED, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ABMD / ABIOMED, Inc. DEF 14A - - DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ABMD / ABIOMED, Inc. 11-K - - 11-K

11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-09585 ABIOMED Retirement Savings Plan (Full title of the Plan) ABIOMED, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 abmd-8k20190531.htm 8-K - CONSULTING AGREEMENT BETWEEN WILLIAM J. BOLT AND ABIOMED, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delawar

Consulting Agreement, dated as of May 31, 2019, between William J. Bolt and ABIOMED, Inc.*

Exhibit 10.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into on May 31, 2019 (the “Effective Date”), by and between ABIOMED, Inc., a Delaware corporation (hereinafter “Client”) with its principal place of business at 22 Cherry Hill Drive, Danvers, Massachusetts 01923 and William J. Bolt, (hereinafter “Consultant”). Recitals WHEREAS, Client is eng

ABMD / ABIOMED, Inc. SD - - SPECIALIZED DISCLOSURE REPORT - CONFLICT MINERALS DISCLOSURE AND REPORT

SD 1 abmd-sd.htm SPECIALIZED DISCLOSURE REPORT - CONFLICT MINERALS DISCLOSURE AND REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-09585 04-2743260 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification N

Conflict Minerals Report for the calendar year ended December 31, 2018.

EX-1.01 2 abmd-ex1016.htm EX-1.01 Exhibit 1.01 ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2018 This Conflict Minerals Report (the “Report”) of ABIOMED, Inc. (the “Company”) has been prepared as provided for in Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1,

Subsidiaries of the Registrant

EX-21.1 5 abmd-ex21110.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY ORGANIZED UNDER LAWS OF ABIOMED R&D, Inc. Delaware ABD Holding Company, Inc. Massachusetts ABIOMED Europe, GmbH Germany ECP Entwicklungsgesellschaft mbH Germany AIS GmbH Aachen Innovative Solutions Germany ABIOMED SARL France ABIOMED Limited United Kingdom ABIOMED Athlone Ltd Ireland ABIOMED Japan KK Japan AB

Description of Common Stock

EX-4.2 3 abmd-ex42324.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following is a description of the common stock of ABIOMED, Inc. (“ABIOMED” or the “Company”). This description is qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated By-Laws (the “By-Laws”). Authorized Capi

Amended & Restated By-Laws, as Amended and Restated February 5, 2019

Exhibit 3.2 Amended and Restated By-Laws Of ABIOMED, Inc. A Delaware Corporation As Amended and Restated February 5, 2019 TABLE OF CONTENTS ARTICLE I. STOCKHOLDERS 1 SECTION 1.1. ANNUAL MEETING 1 SECTION 1.2. SPECIAL MEETINGS 1 SECTION 1.3. NOTICE OF MEETING 1 SECTION 1.4. QUORUM 1 SECTION 1.5. VOTING AND PROXIES 2 SECTION 1.6. ACTION AT MEETING 2 SECTION 1.7. ACTION WITHOUT MEETING 2 SECTION 1.8.

1988 Employee Stock Purchase Plan, as Amended and Restated February 5, 2019

EX-10.6 4 abmd-ex106423.htm EX-10.6 Exhibit 10.6 ABIOMED, INC. 1988 EMPLOYEE STOCK PURCHASE PLAN Dated as of March 16, 1988 As Amended and Restated June 22, 1988 As Amended November 21, 1996 As Amended and Restated May 22, 2003 As Amended and Restated September 27, 2004 As Amended June 28, 2012 As Amended and Restated February 5, 2019 8922480v3 TABLE OF CONTENTS Page 1. Purpose 1 2. Eligible Emplo

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09585 ABIOMED, Inc.

FDA Approves Initiation of STEMI DTU Pivotal Randomized Controlled Trial

EX-99.2 3 abmd-ex992315.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE May 2, 2019 FDA Approves Initiation of STEMI DTU Pivotal Randomized Controlled Trial DANVERS, Mass., May 2, 2019 – Abiomed (NASDAQ: ABMD) announces that, on April 26, the FDA approved initiation of the ST-Elevation Myocardial Infarction Door-to-Unloading (STEMI DTU) Pivotal Randomized Controlled Trial. The prospective, multi-ce

ABIOMED ANNOUNCED Q4 FY 2019 REVENUE OF $207 MILLION AND 31.6% OPERATING MARGIN FY 2019 Annual Revenue of $769 Million, Up 30%, and 29.2% Operating Margin

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCED Q4 FY 2019 REVENUE OF $207 MILLION AND 31.6% OPERATING MARGIN FY 2019 Annual Revenue of $769 Million, Up 30%, and 29.2% Operating Margin DANVERS, Mass. — May 2, 2019 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported fourth quarter fiscal 2019 revenue of $207.1 m

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Current Report

8-K 1 abmd-8k20190423.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorpo

Current Report

8-K 1 abmd-8k20190322.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorpo

FORM OF LOCK-UP LETTER , 2019

EX-2 Exhibit 2 FORM OF LOCK-UP LETTER , 2019 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Merrill Lynch, Pie

SWAV / ShockWave Medical, Inc. / Abiomed Inc - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ShockWave Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82489T 104 (CUSIP Number) Marc Began, Esq. ABIOMED, Inc. 22 Cherry Hill Drive Danvers, Massachusetts 01923 978-646-1400 (Name, Address

ABMD / ABIOMED, Inc. / Abiomed Inc - SC 13D Activist Investment

SC 13D 1 d723999dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ShockWave Medical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82489T 104 (CUSIP Number) Marc Began, Esq. ABIOMED, Inc. 22 Cherry Hill Drive Danvers, Massachusetts 01923 9

FORM OF LOCK-UP LETTER , 2019

EX-2 2 d723999dex2.htm EX-2 Exhibit 2 FORM OF LOCK-UP LETTER , 2019 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”)

ABMD / ABIOMED, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 abiomedinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: ABIOMED Inc Title of Class of Securities: Common Stock CUSIP Number: 003654100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to which this S

ABMD / ABIOMED, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

Amended and Restated By-Laws, as amended.

EX-3.2 2 abmd-ex32305.htm EX-3.2 Exhibit 3.2 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF ABIOMED, INC. This Amendment No. 1 to the Amended and Restated By-Laws of ABIOMED, Inc. (the “By-Laws”) hereby amends and restates ARTICLE I, Section 1.1. of the By-Laws in its entirety as follows, effective as of February 5, 2019: “1.1 Annual Meeting. An annual meeting of the stockholders for the e

ABMD / ABIOMED, Inc. 10-Q (Quarterly Report)

10-Q 1 abmd-10q20181231.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2019 (Date of earliest event reported) ABIOMED, Inc. (Exact name of registrant as specified in its charter) Delaware 001-09585 04-2743260 (State or other Jurisdiction

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Num

ABIOMED ANNOUNCES Q3 FY 2019 RECORD REVENUE OF $201 MILLION, UP 30% OVER PRIOR YEAR Achieved Record Operating Margin of 31%

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q3 FY 2019 RECORD REVENUE OF $201 MILLION, UP 30% OVER PRIOR YEAR Achieved Record Operating Margin of 31% DANVERS, Mass. — January 31, 2019 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported third quarter fiscal 2019 revenue of $200.6 million, an increase of 30%

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ABIOMED ANNOUNCES PRELIMINARY Q3 FY 2019 REVENUE OF $201 MILLION, UP 30% OVER PRIOR YEAR AND INCREASES FULL YEAR GUIDANCE

EX-99.1 2 abmd-ex99132.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES PRELIMINARY Q3 FY 2019 REVENUE OF $201 MILLION, UP 30% OVER PRIOR YEAR AND INCREASES FULL YEAR GUIDANCE DANVERS, MA AND SAN FRANCISCO, CA — January 7, 2019 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies today reported preliminary, unaudited, third quarter fiscal 2019 revenue of approxim

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 abmd-8ka20181106.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2018 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction o

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2018 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Num

ABMD / ABIOMED, Inc. 10-Q (Quarterly Report)

10-Q 1 abmd-10q20180930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 abmd-8k20181101.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2018 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incor

ABIOMED ANNOUNCES Q2 FY 2019 RECORD REVENUE OF $182 MILLION, UP 37% OVER PRIOR YEAR

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q2 FY 2019 RECORD REVENUE OF $182 MILLION, UP 37% OVER PRIOR YEAR DANVERS, MA. — November 1, 2018 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported second quarter fiscal 2019 revenue of $181.8 million, an increase of 37% compared to revenue of $132.8 million for

ABMD / ABIOMED, Inc. / VANGUARD GROUP INC Passive Investment

abiomedinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: ABIOMED Inc Title of Class of Securities: Common Stock CUSIP Number: 003654100 Date of Event Which Requires Filing of this Statement: August 31, 2018 Check the appropriate box to designate th

ABMD / ABIOMED, Inc. S-8

As filed with the Securities and Exchange Commission on September 7, 2018 Registration No.

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 ABIOMED, Inc. (Exact name of registrant as specified in its charter) Delaware 04-2743260 (State or other Jurisdiction of Incorporation) (IRS Employer Identification

Current Report

8-K 1 abmd-8k20180803.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2018 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorpo

Lease amendment – fourth amendment dated July 23, 2018, for property located at 24-42 Cherry Hill Drive, Danvers, Massachusetts

Exhibit 10.1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”), dated as of July 23 , 2018 (the “Effective Date”), is made and entered into by and between CHERRY HILL DRIVE OWNER, LLC, a Delaware limited liability company (“Landlord”) and ABIOMED, INC., a Delaware corporation (“Tenant”). R E C I T A L S A.Landlord and Tenant are parties to that certain Lease dated

ABMD / ABIOMED, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09585 ABIOMED, IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2018 ABIOMED, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09585 04-2743260 (State or Other Jurisdiction of Incorporation) (Commission File Number

ABIOMED ANNOUNCES Q1 FY 2019 RECORD REVENUE OF $180 MILLION, UP 36% OVER PRIOR YEAR - Completed Enrollment for the FDA STEMI DTU Safety and Feasibility Study

EX-99.1 2 abmd-ex9916.htm EX-99.1 Exhibit 99.1 ABIOMED ANNOUNCES Q1 FY 2019 RECORD REVENUE OF $180 MILLION, UP 36% OVER PRIOR YEAR - Completed Enrollment for the FDA STEMI DTU Safety and Feasibility Study DANVERS, MA. — July 26, 2018 – ABIOMED, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart recovery and support technologies, today reported first quarter fiscal 2019 revenue of $180.0

ABMD / ABIOMED, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Second Amended & Restated 2015 Omnibus Incentive Plan

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

ABMD / ABIOMED, Inc. 11-K

11-K 1 d605227d11k.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE A

ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2017

EX-1.01 2 d573861dex101.htm EX-1.01 Exhibit 1.01 ABIOMED, Inc. Conflict Minerals Report For The Year Ended December 31, 2017 This Conflict Minerals Report (the “Report”) of ABIOMED, Inc. (the “Company”) has been prepared as provided for in Rule 13p-1 and Form SD (the “Conflict Minerals Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1

ABMD / ABIOMED, Inc. SD

SD 1 d573861dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ABIOMED, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-09585 04-2743260 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 22 Cherry Hill Drive, Danvers, Massachusetts 01923 (Address of

Form – Employment, Nondisclosure and Non- Competition Agreement

Exhibit 10.28 ABIOMED, Inc. NONDISCLOSURE AND NON COMPETITION AGREEMENT AGREEMENT made as of the day of 2017, by and between ABIOMED, Inc., a Delaware Corporation with offices at 22 Cherry Hill Drive, Danvers, Massachusetts ("ABIOMED"), and (the "Employee") of (Address). For purposes of this Agreement, unless the context otherwise requires, the term ABIOMED, shall include ABIOMED and each of its s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09585 ABIOMED, Inc.

Change of Control Severance Agreement between ABIOMED, Inc. and Todd Trapp dated April 6, 2018

Exhibit 10.44 ABIOMED, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Severance Agreement (this ?Agreement?) is entered into and made effective as of the 6th day of April, 2018 (the ?Effective Date?) by and between ABIOMED, Inc., a Delaware corporation (the ?Company?), and Todd Trapp (the ?Executive). WHEREAS the Executive currently serves as a key employee of the Company; and W

Offer letter with Todd A. Trapp dated March 30, 2018

Exhibit 10.43 March 19, 2018 Todd A. Trapp 8 Buttonwood Drive Andover, MA 01810 Dear Todd, I am pleased to confirm our offer of employment to you as Chief Financial Officer for Abiomed, INC. (?ABIOMED? or the ?Company?). This position will report to Michael R. Minogue, Chairman, President and Chief Executive Officer and will be based in Danvers, MA. We are excited to have you join our team and kno

Summary of Executive Compensation.

Exhibit 10.27 Summary of Executive Officer Compensation The following executive officers of ABIOMED, Inc. are at will employees of ABIOMED, Inc. and have not entered into a formal employment agreement with ABIOMED, Inc. The current understanding between each employee and ABIOMED, Inc. with respect to the employee?s compensation, as approved by the Compensation Committee on May 16, 2018, is as foll

Subsidiaries of the Registrant.

EX-21.1 7 abmd-ex2116.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY ORGANIZED UNDER LAWS OF Abiomed R&D, Inc. Delaware ABD Holding Company, Inc. Massachusetts Abiomed Europe, GmbH Germany ECP Entwicklungsgesellschaft mbH Germany AIS GmbH Aachen Innovative Solutions Germany Abiomed SARL France Abiomed Limited United Kingdom Abiomed Athlone Ltd Ireland Abiomed Japan KK Japan Abi