|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Options (Right to Buy) | $ 33.16 | 10/08/2015 | D | 10,000 | (2) | 03/15/2020 | Common Stock | 10,000 | $ 30.34 (2) | 0 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 27.3 | 10/08/2015 | D | 5,775 | (2) | 03/01/2021 | Common Stock | 5,775 | $ 36.2 (2) | 0 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 33.99 | 10/08/2015 | D | 6,447 | (3) | 03/09/2022 | Common Stock | 6,447 | $ 29.51 (3) | 0 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 34.5 | 10/08/2015 | D | 7,687 | (4) | 10/15/2022 | Common Stock | 7,687 | $ 29 (4) | 0 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 35.68 | 10/08/2015 | D | 28,335 | (5) | 03/07/2023 | Common Stock | 28,335 | $ 27.82 (5) | 0 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 35 | 10/08/2015 | D | 30,510 | (6) | 03/17/2024 | Common Stock | 30,510 | $ 28.5 (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Harris Taylor C. 6035 STONERIDGE DRIVE PLEASANTON, CA 94588 |
VP, Chief Financial Officer | |||
| /s/ Kashif Rashid, Attorney-In-Fact | 10/08/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents time based vesting Restricted Stock Units ("RSUs") issued upon the settlement of Performance Share Units ("PSUs") of the Issuer. The PSUs were accelerated in full (with performance-based conditions for such units treated as having been obtained at the "maximum" level), and, immediately thereafter, vesting of the underlying RSUs were accelerated in full immediately prior to the Issuer's merger with St. Jude Medical, Inc., a Minnesota corporation. |
| (2) | This option, which is fully vested and exercisable, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option. |
| (3) | This option, which provided for vesting in four equal annual installments commencing one year after March 9, 2012, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option. |
| (4) | This option, which provided for vesting in four equal annual installments commencing one year after October 15, 2012,was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option. |
| (5) | This option, which provided for vesting in four equal annual installments commencing one year after March 7, 2013, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option. |
| (6) | This option, which provided for vesting in four equal annual installments commencing one year after March 17, 2014, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option. |