SEC Form 4 · accession 0001225208-18-009684
Edwards Lifesciences Corp · EW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Mussallem
Officer — Chairman & CEO · Director
Period of report
May 17, 2018
Accepted (ET)
May 21, 2018 · 8:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001099800
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 17, 2018 | M | 32,900 | $42.725 | A | 112,731 | D | |
| Common StockF2 | May 17, 2018 | A | 10,600 | $0.00 | A | 123,331 | D | |
| Common StockF3 | May 17, 2018 | S | 5,800 | $136.3991 | D | 117,531 | D | |
| Common StockF4 | May 17, 2018 | S | 27,100 | $135.7698 | D | 90,431 | D | |
| Common StockF5 | holding | — | — | — | 123,931 | I | 401(k) | |
| Common Stock | holding | — | — | — | 698,095 | I | By Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Acquire) | $42.725 | May 17, 2018 | M | 32,900 | D | Jun 9, 2012 | May 8, 2019 | Common Stock | 32,900 | 286,900 | D |
| Employee Stock Option (Right to Acquire)F6 | $135.83 | May 17, 2018 | A | 104,300 | A | Jun 17, 2018 | May 16, 2025 | Common Stock | 104,300 | 104,300 | D |
| Performance RightsF7 | — | May 17, 2018 | A | 13,250 | A | May 17, 2021 | May 16, 2025 | Common Stock | 13,250 | 13,250 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2018.
- F2These restricted stock units were granted on May 17, 2018 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become 50% vested three years after the grant date and 50% vested four years after the grant date.
- F3This transaction was executed in multiple trades at prices ranging from $136.23 to $136.58. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F4This transaction was executed in multiple trades at prices ranging from $135.23 to $136.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F5Shares represented on the most recent statement of the 401(k) Plan Administrator where a unitized accounting procedure is utilized to convert the equities to share equivalents.
- F6These options were granted on May 17, 2018 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become vested and exercisable commencing one month after the grant date in 36 approximately equal annual installments.
- F7Reflects the target number of shares (the Target Award) covered by restricted stock units granted under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program on May 17, 2018 and scheduled to vest on May 17, 2021. The number of restricted stock units that vest will depend upon achievement of certain performance goals over a three-year performance period and will range from 0% to 175% of the Target Award.
Remarks
This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the Reporting Person.