SEC Form 4 · accession 0001225208-17-005446
BOSTON SCIENTIFIC CORP · BSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey B. Mirviss
Officer — SVP&Pres, Periph Intervent
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 7:34 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 28, 2017 | A | 24,846 | $0.00 | A | 110,784 | D | |
| Common StockF3,F2 | Feb 28, 2017 | M | 3,721 | $0.00 | A | 114,505 | D | |
| Common StockF2 | Feb 28, 2017 | F | 10,830 | $24.55 | D | 103,675 | D | |
| Common StockF4,F2 | Feb 28, 2017 | S | 25,000 | $24.6665 | D | 78,675 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF3,F5 | — | Feb 28, 2017 | M | 3,721 | D | — | Feb 28, 2018 | Common Stock | 3,721 | 3,722 | D |
| Deferred Stock UnitsF3,F6 | — | Feb 28, 2017 | A | 10,183 | A | — | Feb 28, 2022 | Common Stock | 10,183 | 10,183 | D |
| Performance Share UnitsF8,F7 | — | Feb 28, 2017 | A | 13,232 | A | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 13,232 | 13,232 | D |
| Stock Option (Right to Buy)F9 | $24.55 | Feb 28, 2017 | A | 32,938 | A | — | Feb 28, 2027 | Common Stock | 32,938 | 32,938 | D |
Explanation of responses
- F1On February 24, 2014, the reporting person was awarded a target number of performance share units under the Company's 2014 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, 2016 and was subject to the completion of the concurrent three-year individual service period. On February 28, 2017, 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.
- F3Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.
- F4Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $24.65 to $24.68, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F5Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2014, the first anniversary of the date of grant.
- F6Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2018, the first anniversary of the date of grant.
- F7Each performance share unit represents the Company's commitment to issue one share of Boston Scientific common stock.
- F8On February 22, 2016, the reporting person was awarded a target number of performance share units under the Company's 2016 Free Cash Flow Performance Share Program, the actual number of which to be earned by the reporting person based on the Company's 2016 adjusted free cash flow measured against its 2016 financial plan over the one-year performance period ending December 31, 2016 and subject to the completion of a three-year individual service period (inclusive of the performance period). On February 28, 2017, 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, 2018.
- F9Grant 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 28, 2018, the first anniversary of the date of grant.