SEC Form 4 · accession 0001140361-15-037207

THORATEC CORP · THOR

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

Reporting owner

Taylor C. Harris

Officer — VP, Chief Financial Officer

Period of report

Oct 8, 2015

Accepted (ET)

Oct 8, 2015 · 4:55 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000350907

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Oct 2, 2015	G	16,857	$0.00	D	36,742	D
Common Stock^F1	Oct 8, 2015	A	24,798	$0.00	A	61,540	D
Common Stock	Oct 8, 2015	D	61,540	$63.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Options (Right to Buy)^F2	$33.16	Oct 8, 2015	D	10,000	D	—	Mar 15, 2020	Common Stock	10,000	D
Non-Qualified Stock Options (Right to Buy)^F2	$27.30	Oct 8, 2015	D	5,775	D	—	Mar 1, 2021	Common Stock	5,775	D
Non-Qualified Stock Options (Right to Buy)^F3	$33.99	Oct 8, 2015	D	6,447	D	—	Mar 9, 2022	Common Stock	6,447	D
Non-Qualified Stock Options (Right to Buy)^F4	$34.50	Oct 8, 2015	D	7,687	D	—	Oct 15, 2022	Common Stock	7,687	D
Non-Qualified Stock Options (Right to Buy)^F5	$35.68	Oct 8, 2015	D	28,335	D	—	Mar 7, 2023	Common Stock	28,335	D
Non-Qualified Stock Options (Right to Buy)^F6	$35.00	Oct 8, 2015	D	30,510	D	—	Mar 17, 2024	Common Stock	30,510	D

Explanation of responses

F1Represents time based vesting Restricted Stock Units ("RSUs") issued upon the settlement of Performance Share Units ("PSUs") of the Issuer. The PSUs were accelerated in full (with performance-based conditions for such units treated as having been obtained at the "maximum" level), and, immediately thereafter, vesting of the underlying RSUs were accelerated in full immediately prior to the Issuer's merger with St. Jude Medical, Inc., a Minnesota corporation.
F2This option, which is fully vested and exercisable, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
F3This option, which provided for vesting in four equal annual installments commencing one year after March 9, 2012, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
F4This option, which provided for vesting in four equal annual installments commencing one year after October 15, 2012,was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
F5This option, which provided for vesting in four equal annual installments commencing one year after March 7, 2013, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
F6This option, which provided for vesting in four equal annual installments commencing one year after March 17, 2014, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.