Statement of Changes in Beneficial Ownership (4)
January 06 2017 - 12:45PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ESSIG STUART
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2. Issuer Name
and
Ticker or Trading Symbol
ST JUDE MEDICAL, LLC
[
STJ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE ST. JUDE MEDICAL DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2017
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(Street)
ST. PAUL, MN 55117
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/4/2017
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D
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48777
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$36.45
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1/4/2017
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D
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10000
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11/8/2009
(2)
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5/8/2017
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (Right to Buy)
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$36.45
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1/4/2017
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D
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2250
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11/8/2009
(2)
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5/8/2017
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Common Stock
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2250
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(2)
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0
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D
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Stock Options (Right to Buy)
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$37.15
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1/4/2017
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D
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10000
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11/7/2010
(2)
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5/7/2018
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (Right to Buy)
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$37.15
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1/4/2017
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D
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600
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11/7/2010
(2)
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5/7/2018
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Common Stock
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600
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(2)
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0
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D
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Stock Options (Right to Buy)
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$52.17
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1/4/2017
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D
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9700
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11/12/2011
(2)
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5/12/2019
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Common Stock
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9700
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(2)
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0
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D
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Stock Options (Right to Buy)
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$38.51
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1/4/2017
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D
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10000
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11/3/2012
(2)
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5/3/2020
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (Right to Buy)
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$38.51
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1/4/2017
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D
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5400
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11/3/2012
(2)
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5/3/2020
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Common Stock
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5400
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2016, by and among Abbott Laboratories ("Abbott"), the Issuer, Vault Merger Sub, Inc. and Vault Merger Sub, LLC (the "Merger Agreement"), each share of Issuer Common Stock was cancelled in exchange for $46.75 in cash and 0.8708 of a share of Abbott Common Stock (the "Merger Consideration"), less any applicable withholding taxes, and provided that cash is payable in respect of any fractional shares of Abbott stock.
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(
2)
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Pursuant to the Merger Agreement, each option that was fully vested and exercisable immediately prior to the mergers contemplated by the Merger Agreement (the "Mergers"), was deemed exercised pursuant to a cashless exercise and settled by issuance of a number of shares of Issuer Common Stock ("Net Exercise Shares") equal to the excess (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (i) the number of shares of Issuer Common Stock subject to such option immediately prior to the Mergers over (ii) the number of whole and partial (computed to the nearest four decimal places) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ESSIG STUART
ONE ST. JUDE MEDICAL DRIVE
ST. PAUL, MN 55117
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X
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Signatures
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/s/ Kashif Rashid, Attorney in Fact
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1/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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