SEC Form 4 · accession 0001179110-17-000600
ST JUDE MEDICAL, LLC · STJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stefan K Widensohler
Director
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 1:29 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 | 34,390 | — | 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 | $36.45 | Jan 4, 2017 | D | 10,000 | D | Nov 8, 2009 | May 8, 2017 | Common Stock | 10,000 | 0 | D |
| Stock Options (Right to Buy)F2 | $36.45 | Jan 4, 2017 | D | 2,250 | D | Nov 8, 2009 | May 8, 2017 | Common Stock | 2,250 | 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 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.