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 *
SUTTER MARTIN P
   2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ABMD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
21 WATERWAY AVENUE, SUITE 225		 3. Date of Earliest Transaction (Month/Day/Year)
05/29/2015
(Street)

THE WOODLANDS, TX 77380		 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, $0.01 par value 05/19/2015   J(1)   24,747 A $ 67.74 150,369 D  
Common Stock, $0.01 par value 05/29/2015   P   7,500 A $ 60.17 (2) 157,869 D  
Common Stock, $0.01 par value               946,818 I By Essex Woodlands Health Ventures Fund VI, L.P. (3)
Common Stock, $0.01 par value               1,203,182 (4) I By Essex Woodlands Health Ventures Fund VII, L.P. (5)

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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) (6) $ 13.91             05/20/2009(7) 05/20/2018 Common Stock 25,000   25,000 D  
Stock option (right to buy) (8) $ 18.63             08/12/2009 08/13/2018 Common Stock 12,000   12,000 D  
Stock option (right to buy) (8) $ 7.67             08/11/2010 08/12/2019 Common Stock 12,000   12,000 D  
Stock option (right to buy) (8) $ 9.99             08/10/2011 08/11/2020 Common Stock 12,000   12,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SUTTER MARTIN P
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX 77380		   X      

Signatures

 /s/ Martin P. Sutter   06/02/2015
**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) Mr. Sutter received 24,747 shares of Common Stock as a payment-in-kind distribution from Essex Woodlands Health Ventures Fund VII, L.P. ("Fund VII") to its general partner and limited partners of an aggregate payment-in-kind distribution of 1,000,000 shares of Common Stock.
(2) On May 29, 2015, Mr. Sutter purchased an aggregate of 7,500 shares of Common Stock of the Issuer in multiple open market transactions, with prices ranging from $59.80 to $60.50.
(3) These securities are held by Essex Woodlands Health Ventures Fund VI, L.P. ("Fund VI"). Mr. Sutter is a managing director of Essex Woodlands Health Ventures VI, L.P., the general partner that manages Fund VI. As managing director, Mr. Sutter shares voting and investment powers for Fund VI. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
(4) On May 19, 2015, Fund VII made a payment-in-kind distribution of 1,000,000 shares of Issuer's Common Stock to its partners pro-rata based on their respective interests in Fund VII rather than selling the shares and distributing the proceeds.
(5) These securities are held by Fund VII. Mr. Sutter is a managing director of Essex Woodlands Health Ventures VII, L.P., the general partner that manages Fund VII. As managing director, Mr. Sutter shares voting and investment powers for Fund VII. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
(6) Grant to reporting person to buy shares of Common Stock of Issuer under ABIOMED, Inc. 2000 Stock Incentive Plan.
(7) These options become exercisable in annual 20% increments commencing on the date set forth in Table II, Column 6.
(8) Grant to reporting person of option to buy shares of Common Stock of Issuer set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.

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