SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13-d-2(b)*
ABIOMED, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
003654100
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(CUSIP Number)
October 14, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior coverage page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes)
Page 1 of 5 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John J.F. Sherrerd
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 5. SOLE VOTING POWER 1,008,460
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ---------------------------------------------------------
WITH
6. SHARED VOTING POWER 68,000
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7. SOLE DISPOSITIVE POWER 1,008,460
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8. SHARED DISPOSITIVE POWER 68,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,460
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
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12. TYPE OF REPORTING PERSON
IN
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Page 2 of 5 Pages
Item 1(a). Name of Issuer:
ABIOMED, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
22 Cherry Hill Drive
Danvers, Massachusetts 01923
Item 2(a). Name of Person Filing:
John J.F. Sherrerd
Item 2(b). Address of Principal Business Office or, if None, Residence:
Sherrerd & Co.
One Tower Bridge
West Conshohocken, Pennsylvania 19428
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
003654100
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) Broker or dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) Investment company registered under Section 8 of the Investment
Company Act.
(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with
Rule 13d 1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
Page 3 of 5 Pages
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,076,460
(b) Percent of class:
5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,008,460
(ii) Shared power to vote or to direct the vote: 68,000
(iii) Sole power to dispose or to direct the disposition of: 1,008,460
(iv) Shared power to dispose or to direct the disposition of: 68,000
Mr. Sherrerd disclaims beneficial ownership of all shares of the
Company over which he does not have sole dispositive power.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Other persons have the right to receive dividends payable to
holders of the Common Stock or any proceeds received from the sale of the Common
Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ John J. F. Sherrerd
_______________________
John J.F. Sherrerd
Dated: December 23, 2002
Page 5 of 5 Pages