SUNSHINE HEART,INC. (NASDAQ:SSH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Effective as of February2, 2017, the Board of Directors (the
Board) of
Sunshine Heart,Inc. (the Company), to its
powers under the Amended and Restated Bylaws of the Company, set
the size of the Board at six (6)members and, to ArticleV
SectionA(5)of the Companys Fourth Amended and Restated
Certificate of Incorporation, as amended, and ArticleIV Section18
of the Companys Amended and Restated Bylaws, effective February2,
2017, on the recommendation of the Companys Nominating and
Corporate Governance Committee, appointed Mr.Steve Brandt and
Mr.Matthew E. Likens to fill the vacancies on the Board, with
Mr.Brandt to serve as a ClassI director and with Mr.Likens to
serve as a ClassII director. Mr.Brandt will stand for re-election
at the next annual meeting of the stockholders of the Company in
2017, and Mr.Likens will stand for re-election at the annual
meeting of the stockholders of the Company in 2018.

Mr.Brandt is a senior executive with over 35 years of experience
in the healthcare industry. Mr.Brandt was employed by Thoratec
Corporation from November2004 to October2015, serving as Vice
President Global Sales and Marketing, Vice President of Global
Sales and Vice President International Sales. Prior to Thoratec,
Mr.Brandt was Vice President Sales Marketing for CHF Solutions
from October2002 to November2004 and Vice President Global
Marketing, Cardiovascular Surgery Division for St. Jude Medical
from November2000 to October2002. Mr.Brandt received his B.S.
from Franklin Pierce College.

Mr.Likens is a principal at Likens Healthcare and Management
Consulting, LLC. He was the President and CEO of Ulthera,Inc.
from 2006 to 2016. Prior to Ulthera, Mr.Likens was employed at
GMP Companies,Inc. as President of GMP Wireless Medicine from
2001 to 2006 and Executive Vice President, Operations from 2001
to 2004. Mr.Likens previously served in various capacities at
Baxter Healthcare Corporation from 1978 to 2001, and was
President of Baxters Renal U.S. business upon his departure in
January, 2001. Mr.Likens has a B.B.A. in Marketing from Kent
State University.

There was no understanding or arrangement between either of
Mr.Brandt or Mr.Likens and any other person to which Mr.Brandt or
Mr.Likens was elected as a director. Neither Mr.Brandt nor
Mr.Likens is a party to any transaction, or series of
transactions, required to be disclosed to Item404(a)of Regulation
S-K.

As non-employee directors, Messrs.Brandt and Likens will
participate in the compensation program applicable to all
non-employee directors. Under the Companys non-employee director
compensation policy, each non-employee director receives a base
annual retainer of US$55,000 and an annual equity award with an
aggregate value on the date of grant equal to $35,000. Upon their
appointment in accordance with the non-employee director
compensation policy, the Company will automatically grant
Messrs.Brandt and Likens an annual equity award with an aggregate
value on the date of grant equal to the pro rata portion of the
annual equity award, which pro rata portion reflects a reduction
for each month prior to the date of grant that has elapsed since
the preceding annual meeting of the Companys stockholders,
one-third of which will be issued in the form of an option and
two-thirds of which will be issued in the form of a restricted
stock unit award.

The foregoing is only a brief description of the material terms
of our non-employee director compensation program, and is
qualified in its entirety by reference to the description of our
non-employee director compensation program under the heading
Board Matters Director Compensation in our definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange
Commission on May26, 2016 and incorporated herein in its entirety
by reference.

A copy of the Companys news release dated February3, 2017
announcing the appointments of Mr.Brandt and Mr.Likens to the
Board is furnished as Exhibit99.1 to this Current Report on
Form8-K and is incorporated in this report by reference. The
information in the attached exhibit shall not be deemed filed for
purposes of Section18 of the Securities Act of 1934, as amended,
nor incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly stated by
specific reference in such filing.

On February2, 2017, in connection with their appointments as
directors, the Company entered into Indemnity Agreements with
Messrs.Brandt and Likens in the form of our standard indemnity
agreement, which was filed with

SUNSHINE HEART, INC. (NASDAQ:SSH) Recent Trading Information

SUNSHINE HEART, INC. (NASDAQ:SSH) closed its last trading session up +0.16 at 5.41 with 474,648 shares trading hands.