Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Greenfield Andrew J
   2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ABMD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Healthcare Solutions
(Last)
(First)
(Middle)
C/O ABIOMED, INC., 22 CHERRY HILL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
(Street)

DANVERS, MA 01923		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value 05/22/2012   A   5,000 (6) A $ 0 60,524 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) $ 14.98             01/04/2006(3) 01/04/2015 Common Stock 30,000   30,000 D  
Stock Option (right to buy) (2) $ 9.36             06/08/2006(3) 06/08/2015 Common Stock 20,000   20,000 D  
Stock Option (right to buy) (2) $ 8.77             11/16/2006(3) 11/16/2015 Common Stock 15,000   15,000 D  
Stock Option (right to buy) (2) $ 13.57             06/01/2007(3) 06/01/2016 Common Stock 40,000   40,000 D  
Stock Option (right to buy) (2) $ 11.27             05/30/2008(3) 05/30/2017 Common Stock 10,000   10,000 D  
Stock Option (right to buy) (2) $ 13.8             05/23/2009(3) 05/23/2018 Common Stock 9,000   9,000 D  
Stock Option (right to buy) (4) $ 5.86             05/28/2010(3) 05/28/2019 Common Stock 20,000   10,000 D  
Stock Option (right to buy) (4) $ 5.86             03/31/2010(5) 05/28/2019 Common Stock 30,000   30,000 D  
Stock Option (right to buy) (4) $ 10.03             06/03/2011(3) 06/03/2020 Common Stock 25,000   25,000 D  
Stock Option (right to buy) (4) $ 22.44 05/22/2012   A   20,000   05/22/2013(3) 05/22/2022 Common Stock 20,000 $ 22.44 20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Greenfield Andrew J
C/O ABIOMED, INC.
22 CHERRY HILL DRIVE
DANVERS, MA 01923		       VP Healthcare Solutions  

Signatures

 /s/ Ian W. McLeod (by power of attorney)   05/24/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Grant to reporting person of option to buy shares of Common Stock under ABIOMED, Inc. 1998 Equity Incentive Plan.
(2) Grant to reporting person of option to buy shares of Common Stock under ABIOMED, Inc. 2000 Stock Incentive Plan.
(3) These options become exercisable in annual 25% increments commencing on the date shown in Table II, Column 6.
(4) Grant to reporting person of option to buy shares of Common Stock under ABIOMED, Inc. 2008 Stock Incentive Plan.
(5) These options became exerciseable in full on March 31, 2010.
(6) Represents the grant of a share award for restricted stock units to which one third of the shares will be issued to the reporting person on each of May 22, 2013, May 22, 2014, and May 22, 2015, so long as he continues to be employeed by the issuer on the vesting dates. In addition, additional performance share awards of up to 9,750 restricted stock units was granted to this reporting person on May 22, 2012 with double trigger vesting pursuant to Fiscal 2013 financial performance will determine whether 0%, 33%, 67% or 100% of the underlying restricted stock units are eligible for vesting at which point half of the units eligible for vesting will vest on May 22, 2014 and the other half of the units eligible for vesting will vest on may 22, 2015.

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