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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
ABIOMED, INC.
_______________
(Name of Issuer)
Common Stock, $.01 Par Value
_______________________________
(Title of Class of Securities)
003654-10-0
___________________
(CUSIP Number)
Check the box if a fee shall be filled out with this
statement.*(A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7).
*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 cover 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
("Act") 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).
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CUSIP No. 003654-10-0 13G Page 2 of 5 Pages
__________ _______________
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NUMBER
DAVID M. LEDERMAN
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(A)
(B)
NOT APPLICABLE
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
5
NUMBER
OF
SHARES
BENEFICI
ALLY
OWNED
BY EACH
REPORTI
NG
PERSON
WITH
SOLE VOTING POWER
1,467,800
6
SHARED VOTING POWER
23,000
7
SOLE DISPOSITIVE POWER
1,467,800
8
SHARED DISPOSITIVE POWER
23,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,490,800
10
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
21.5%
12
TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a)
Name of Issuer: ABIOMED, Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices:
33 Cherry Hill Drive, Danvers, Massachusetts 01923
Item 2(a)
Name of Person Filing: David M. Lederman
Item 2(b)
Address of Principal Business Office or, if none, Residence:
33 Cherry Hill Drive, Danvers, Massachusetts 01923
Item 2(c)
Citizenship: USA
Item 2(d)
Title of Class of Securities: Common Stock, $.01 par value
Item 2(e)
CUSIP Number: 003654-10-0
Item 3
Not Applicable
Item 4
Ownership:
(a) Amount Beneficially Owned: 1,490,800 shares,
including (I) 1,428,000 shares of Class A Common Stock
which are convertible into the same number of shares of
Common Stock and (ii) 23,000 shares of Common Stock held
by a charitable trust, of which Dr. Lederman is a trustee,
and as to which Dr. Lederman disclaims beneficial
ownership. Excludes 34,400 shares of Common Stock held
by Dr. Lederman's wife as to which Dr. Lederman disclaims
beneficial ownership.
(b) Percent of Class: 21.5%
(c) Number of Shares as to which such person has:
Page 3 of 5 Pages
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(i) sole power to vote or to direct the vote :
1,467,800 shares
(ii) shared power to vote or to direct the vote:
23,000
(iii) sole power to dispose or to direct the disposition of:
1,467,800 shares
(iv) shared power to dispose or to direct the disposition of:
23,000
Item 5
Ownership of Five Percent or Less of Class:
Not Applicable
Item 6
Ownership of More than Five Percent on Behalf of Another
Person: Not Applicable
Item 7
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: Not Applicable
Item 8
Identification and Classification of Members of the Group:
Not Applicable
Item 9
Notice of Dissolution of Group: Not Applicable
Item 10
Certification: Not Applicable
Page 4 of 5 Pages
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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.
February 8, 1996
_____________________________________
(Date)
/s/ David M. Lederman
_____________________________________
Signature
David M. Lederman
_____________________________________
(Name)
Page 5 of 5 Pages
