SecProbe.io

February 5, 2013

Via E -mail
David A. Rosa
Chief Executive Officer
Sunshine Heart, Inc.
12988 Valley View Road
Eden Prairie, MN 55344

Re: Sunshine Heart, Inc.
  Registration Statement on Form S-1
Filed January 28, 2013
  File No. 333 -186259

Dear M r. Rosa :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing the requested information.   Where you do not believe our comments apply to
your facts and circumst ances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have additional
comments.

1. Please update your filing to in clude the disclosures required by Regulation S -K
Item 402 for your last completed fiscal year .

2. Please include  the information required by Regula tion S-K Item 601(b)(101)  as an
exhibit to your filing .

3. Please include all required undertakings  in the form required by Regulation S -K
Item 512.  For example, you have omitted the undertakings required by
Regulation S -K Ite m 512(a)(6) .  Also, it is unclear whether you are attempting to
provide the undertakings in Regulation S -K Item 512(a)(5) (i), and if so, why you
have included only a part of the language in that Item .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Secur ities

David A. Rosa
Sunshine Heart, Inc.
February 5, 2013
Page 2

 Act of 1933 and all applicable Securities Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceler ation of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Tim Buchmiller  at (202) 551 -3635 or me at (202)  551-3617
with any questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
 Branch Chief

cc: Phillip D. Torrence , Esq .
 Honigman Miller Schwartz and Cohn LLP