SEC Form 4 · accession 0001225208-15-005731
BOSTON SCIENTIFIC CORP · BSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P. Phalen
Officer — EVP & President, MedSurg
Period of report
Feb 23, 2015
Accepted (ET)
Feb 25, 2015 · 4:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885725
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 23, 2015 | A | 50,318 | $0.00 | A | 149,384 | D | |
| Common StockF2 | Feb 23, 2015 | F | 20,296 | $16.31 | D | 129,088 | D | |
| Common StockF3 | holding | — | — | — | 2,433 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF4,F5 | — | Feb 23, 2015 | A | 12,262 | A | — | Feb 23, 2020 | Common Stock | 12,262 | 12,262 | D |
| Performance Share UnitsF7,F6 | — | Feb 23, 2015 | A | 17,510 | A | Dec 31, 2016 | Dec 31, 2016 | Common Stock | 17,510 | 17,510 | D |
| Stock Option (Right to Buy)F8 | $16.31 | Feb 23, 2015 | A | 34,482 | A | — | Feb 23, 2015 | Common Stock | 34,482 | 34,482 | D |
Explanation of responses
- F1On February 27, 2012, the reporting person was awarded a target number of performance share units under the Company's 2012 Total Shareholder Return Performance Share Program, the actual number of which to be earned by the reporting person was based on the Company's total shareholder return performance percentile relative to that of the other companies in the S&P 500 Healthcare Index over the three annual performance cycles comprising the three-year period ended December 31, 2014 and was subject to the completion of the concurrent three-year individual service period. On February 23, 2015, the number of the target performance share units as to which the performance criteria had been satisfied was determined and the individual service period was satisfied.
- F2Includes shares acquired under the Boston Scientific Global Employee Stock Purchase Plan based upon the most current data available.
- F3Balance reflects the most current data available with regard to share holdings through the Boston Scientific Common Stock Fund under the Company's 401(k) Retirement Savings Plan.
- F4Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.
- F5Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 23, 2016, the first anniversary of the date of grant.
- F6Each performance share unit represents the Company's commitment to issue one share of Boston Scientific common stock.
- F7On February 24, 2014, the reporting person was awarded a target number of performance share units under the Company's 2014 Free Cash Flow Performance Share Program, the actual number of which to be earned by the reporting person based on the Company's 2014 adjusted free cash flow measured against its 2014 financial plan over the one-year performance period ending December 31, 2014 and subject to the completion of a three-year individual service period (inclusive of the performance period). On February 23, 2015, the number of the target performance share units as to which the performance criteria had been satisfied was determined. The performance share units so determined will vest in whole upon the completion of the individual service period that ends on December 31, 2016.
- F8Grant to the reporting person of an option to purchase a specified number of shares of common stock vesting in four equal annual installments beginning on February 23, 2016, the first anniversary of the date of grant.