SEC Form 4 · accession 0001179110-17-000586

ST JUDE MEDICAL, LLC · STJ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Eric S Fain

Officer — Group President

Period of report

Jan 4, 2017

Accepted (ET)

Jan 6, 2017 · 1:11 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 Stock^F1	Jan 4, 2017	D	130,716	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F2	$38.59	Jan 4, 2017	D	140,000	D	Dec 14, 2010	Dec 14, 2017	Common Stock	140,000	D
Stock Options (Right to Buy)^F2	$41.65	Jan 4, 2017	D	144,500	D	Dec 14, 2011	Dec 14, 2018	Common Stock	144,500	D
Stock Options (Right to Buy)^F2	$34.96	Jan 4, 2017	D	200,000	D	Dec 17, 2012	Dec 12, 2019	Common Stock	200,000	D
Stock Options (Right to Buy)^F2	$35.27	Jan 4, 2017	D	150,000	D	Dec 17, 2013	Dec 10, 2020	Common Stock	150,000	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	D
Restricted Stock Units^F4	—	Jan 4, 2017	D	2,554	D	—	—	Common Stock	2,554	D
Stock Options (Right to Buy)^F3	$69.08	Jan 4, 2017	D	82,364	D	Dec 17, 2015	Dec 8, 2022	Common Stock	82,364	D
Restricted Stock Units^F3,F4	—	Jan 4, 2017	D	4,678	D	—	—	Common Stock	4,678	D
Stock Options (Right to Buy)^F3	$61.62	Jan 4, 2017	D	104,408	D	Dec 17, 2016	Dec 7, 2023	Common Stock	104,408	D
Restricted Stock Units^F4	—	Jan 4, 2017	D	8,316	D	—	—	Common Stock	8,316	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.