SUNSHINE HEART,INC. (NASDAQ:SSH) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form8-K, the information
contained in Item 5.07 of this report is incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

On January9, 2017, Sunshine Heart,Inc. (the Company) held a
special meeting of stockholders (the Special Meeting)
at its offices at 12988 Valley View Road, Eden Prairie,
Minnesota. At the Special Meeting, the Companys stockholders
approved each of the following proposals:

(1) Approval of the issuance of shares of common stock consisting
of: (i)shares of common stock issuable upon conversion of the
2,900 shares of SeriesC Convertible Preferred Stock sold to the
securities purchase agreement dated October30, 2016; (ii)shares
of common stock issuable upon conversion of the 900 shares of
SeriesD Convertible Preferred Stock sold or available to be sold
to the securities purchase agreement; and (iii)shares of common
stock issuable upon exercise of warrants to purchase shares of
common stock issued or to be issued under the securities purchase
agreement and upon the exercise of warrants issued as
compensation to the placement agent in connection with the
transactions contemplated by the securities purchase agreement.

(2) Approval of the issuance of shares of common stock issuable
upon conversion of the outstanding shares of SeriesB-1
Convertible Preferred Stock received by holders thereof to the
securities exchange agreement dated October30, 2016 in excess of
the issuance limitation of 2,369,361 shares.

(3) Approval of an amendment to the Fourth Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse
split of the outstanding common stock at a ratio in the range of
one-for-twenty to one-for-sixty, to be determined at the
discretion of the Board.

(4) Authorization of one or more adjournments of the special
meeting to solicit additional proxies in the event there are
insufficient votes to approve any of Proposals 1, 2 or 3.

For more information about the foregoing proposals, see the
Companys Definitive Proxy Statement on Schedule 14A, which was
filed with the Securities and Exchange Commission and mailed to
the Companys stockholders on or about December8, 2016, the
relevant portions of which are incorporated herein by reference.
Holders of the Companys common stock were entitled to one vote
per share. The number of votes cast for and against and the
number of abstentions and broker non-votes with respect to each
matter voted upon are set forth below:

(1) The Companys stockholders approved the issuance of shares of
common stock consisting of: (i)shares of common stock issuable
upon conversion of the 2,900 shares of SeriesC Convertible
Preferred Stock sold to the securities purchase agreement dated
October30, 2016; (ii)shares of common stock issuable upon
conversion of the 900 shares of SeriesD Convertible Preferred
Stock sold or available to be sold to the securities purchase
agreement; and (iii)shares of common stock issuable upon exercise
of warrants to purchase shares of common stock issued or to be
issued under the securities purchase agreement and upon the
exercise of warrants issued as compensation to the placement
agent in connection with the transactions contemplated by the
securities purchase agreement:

(2) The Companys stockholders approved the issuance of shares of
common stock issuable upon conversion of the outstanding shares
of SeriesB-1 Convertible Preferred Stock received by holders
thereof to the securities exchange agreement dated October30,
2016 in excess of the issuance limitation of 2,369,361 shares:

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

SUNSHINE HEART, INC. (NASDAQ:SSH) closed its last trading session down -0.033 at 0.260 with 552,162 shares trading hands.