SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

(Last) (First) (Middle)
12988 VALLEY VIEW ROAD

(Street)
EDEN PRAIRIE MN 55344

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sunshine Heart, Inc. [ SSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technical Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,990 D
Common Stock 7,250 I by Peters JAM Trust
Common Stock 33,433 I by Peters Apollo Trust
Common Stock 35 I by daughter
Common Stock 53 I by son - I
Common Stock 35 I by son - II
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.46 01/29/2013(1) A 25,000 (2) 11/11/2022 Common Stock 25,000 $6.46 25,000 D
Explanation of Responses:
1. The options were approved by the board of directors on November 8, 2012, but not issued pending stockholder approval pursuant to Australian Stock Exchange prohibitions on issuance of options to directors without shareholder approval. Effective January 29, 2013, the reporting person resigned from the board of directors, thereby removing this condition and resulting in the issuance of the options.
2. Options vest in a series of 48 successive monthly installments for each month of service beginning November 8, 2012.
/s/ Gayle C. Aiken, by power of attorney 02/05/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Phillip D. Torrence, Jeffrey H. Kuras and Gayle C. Aiken,
signing singly, his or hertrue and lawful attorney in fact to:
1.  execute for and on behalf of the undersigned, with respect to the
undersigneds position as a director and/or officer of Sunshine Heart, Inc.
the Company, Form ID and Forms 3, 4 and 5 in accordance with Section 16a
of the Securities Exchange Act of 1934 and the rules thereunder;
2.  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
ID or Forms 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the Unites States Securities and
Exchange Commission and any stock exchange, stock market or similar
authority; and
3.  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit
to, and in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney in fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney in
fact may approve in such attorney in facts discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney in fact, or such attorney in facts substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys in fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigneds holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 30th of January 2013.

						/s/ William S. Peters