SEC Form 4 · accession 0001104659-17-001247
ABBOTT LABORATORIES · ABT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Rousseau
Officer — Pres., Cardiovasc. & Neuromod.
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 5:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000001800
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common shares without par valueF1 | Jan 4, 2017 | A | 40,735 | — | A | 40,735 | D | |
| Common shares without par valueF2,F3 | Jan 4, 2017 | A | 61,275 | — | A | 102,010 | D | |
| Common shares without par valueF4,F5 | Jan 4, 2017 | A | 84,394 | $0.00 | A | 186,403 | D | |
| Common shares without par valueF1 | Jan 4, 2017 | A | 17,083 | — | A | 203,486 | I | Family Trust |
| Common shares without par valueF2,F3 | Jan 4, 2017 | A | 429,095 | — | A | 632,581 | I | Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F6,F7 | $28.50 | Jan 4, 2017 | A | 77,739 | A | — | Dec 10, 2021 | Common shares without par value | 77,739 | 77,739 | D |
| Option (right to buy)F6,F8 | $33.14 | Jan 4, 2017 | A | 150,737 | A | — | Dec 8, 2022 | Common shares without par value | 150,737 | 150,737 | D |
| Option (right to buy)F6,F9 | $29.56 | Jan 4, 2017 | A | 545,573 | A | — | Dec 7, 2023 | Common shares without par value | 545,573 | 545,573 | D |
Explanation of responses
- F1On January 4, 2017, Abbott Laboratories ("Abbott") acquired St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the Agreement and Plan of Merger by and among Abbott, St. Jude Medical, Vault Merger Sub, Inc. and Vault Merger Sub, LLC dated as of April 27, 2016 (the "Merger Agreement"). Upon the First Effective Time (as defined in the Merger Agreement), each outstanding St. Jude Medical common share (other than certain shares identified in the Merger Agreement) was converted into the right to receive (a) $46.75 in cash, without interest, and (b) 0.8708 common shares of Abbott.
- F2Pursuant to terms of the Merger Agreement, at the First Effective Time, each vested St. Jude Medical stock option was deemed exercised pursuant to a cashless exercise and deemed settled by issuance of a number of St. Jude Medical shares equal to the difference (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (a) the number of St. Jude Medical common shares subject to such surrendered St. Jude Medical option as of immediately prior to the First Effective Time minus (b) the number of whole and partial (computed to the nearest four decimal places) St. Jude Medical common shares that, when multiplied by $80.82 (the closing price of a St. Jude Medical common share on January 4, 2017), is equal to the aggregate exercise price of such surrendered St. Jude Medical option. (Continued in footnote 3).
- F3Such St. Jude Medical common shares were then canceled and converted into the right to receive the merger consideration with respect to each St. Jude Medical common share issued in respect of the stock option, less any applicable withholding taxes.
- F4Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical restricted stock unit award was canceled and converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to such St. Jude Medical award (except that, subject to the holder's continued employment, the award will fully vest to the extent unvested on the second anniversary of the First Effective Time), that is settleable with respect to a number of Abbott common shares equal to the product (rounded to the nearest whole share) of (a) the number of St. Jude Medical shares subject to such award multiplied by (b) 2.0850 (the "Stock Award Exchange Ratio").
- F537,204 restricted stock units are scheduled to vest on December 17, 2017 and will be settled promptly thereafter, 27,876 restricted stock units are scheduled to vest on December 17, 2018 and will be settled promptly thereafter, and 19,314 restricted stock units are scheduled to vest on January 4, 2019 and will be settled December 17, 2019.
- F6Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical stock option was canceled and converted into an option to acquire, on substantially the same terms and conditions (except that, subject to the holder's continued employment, the option will fully vest to the extent unvested on the second anniversary of the First Effective Time), a number of Abbott common shares equal to the product (rounded down to the nearest whole share) of (a) the number of St. Jude Medical common shares subject to such option multiplied by (b) the Stock Award Exchange Ratio, at an exercise price per Abbott common share equal to the quotient (rounded up to the nearest whole cent) of (i) the per share exercise price for the St. Jude Medical common shares subject to such assumed option as of immediately prior to the First Effective Time divided by (ii) the Stock Award Exchange Ratio.
- F7These options are scheduled to vest on December 17, 2017.
- F875,368 options are scheduled to vest on December 17, 2017 and 75,369 options are scheduled to vest on December 17, 2018.
- F9181,857 options are scheduled to vest on December 17, 2017, 181,857 options are scheduled to vest on December 17, 2018 and 181,859 options are scheduled to vest on January 4, 2019.