SEC Form 4 · accession 0001179110-17-000574
ST JUDE MEDICAL, LLC · STJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denis M Gestin
Officer — President, International
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 12:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000203077
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 4, 2017 | D | 39,665 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F2 | $34.96 | Jan 4, 2017 | D | 50,000 | D | Dec 17, 2012 | Dec 12, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Options (Right to Buy)F2 | $35.27 | Jan 4, 2017 | D | 72,000 | D | Dec 17, 2013 | Dec 10, 2020 | Common Stock | 72,000 | 0 | D |
| Stock Options (Right to Buy)F3 | $59.41 | Jan 4, 2017 | D | 85,156 | D | Dec 17, 2014 | Dec 10, 2021 | Common Stock | 85,156 | 0 | D |
| Restricted Stock UnitsF4 | — | Jan 4, 2017 | D | 2,554 | D | — | — | Common Stock | 2,554 | 0 | D |
| Stock Options (Right to Buy)F3 | $69.08 | Jan 4, 2017 | D | 74,600 | D | Dec 17, 2015 | Dec 8, 2022 | Common Stock | 74,600 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jan 4, 2017 | D | 4,238 | D | — | — | Common Stock | 4,238 | 0 | D |
| Stock Options (Right to Buy)F3 | $61.62 | Jan 4, 2017 | D | 91,484 | D | Dec 17, 2016 | Dec 7, 2023 | Common Stock | 91,484 | 0 | D |
| Restricted Stock UnitsF4 | — | Jan 4, 2017 | D | 7,287 | D | — | — | Common Stock | 7,287 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Pursuant to the terms of the Merger Agreement, each option that was fully vested and exercisable immediately prior to 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 Issuer shares of 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) Issuer shares of Common Stock that, when multiplied by the Company equity plan-defined FMV, is equal to the aggregate exercise price of the exercised options. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.
- F3Each option provided for vesting in four equal installments on December 17 commencing on the date shown in the table. Pursuant to the Merger Agreement, the vested options were treated as set forth in note (2). The unvested options were assumed by Abbott and converted into an option to acquire the number of shares of Abbott Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such option immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Abbott stock equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the shares of Issuer Common Stock subject to such option immediately prior to the Mergers divided by (B) the Stock Award Exchange Ratio.
- F4Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Abbott and converted into restricted stock units for the number of shares of Abbott Common Stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such restricted stock unit immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio.