Sec Form 4 Filing - ESSIG STUART @ ST JUDE MEDICAL, LLC - 2017-01-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ESSIG STUART
2. Issuer Name and Ticker or Trading Symbol
ST JUDE MEDICAL, LLC [ STJ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE ST. JUDE MEDICAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2017
(Street)
ST. PAUL, MN55117
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/04/2017 D 48,777 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 36.45 01/04/2017 D 10,000 11/08/2009( 2 ) 05/08/2017 Common Stock 10,000 ( 2 ) 0 D
Stock Options (Right to Buy) $ 36.45 01/04/2017 D 2,250 11/08/2009( 2 ) 05/08/2017 Common Stock 2,250 ( 2 ) 0 D
Stock Options (Right to Buy) $ 37.15 01/04/2017 D 10,000 11/07/2010( 2 ) 05/07/2018 Common Stock 10,000 ( 2 ) 0 D
Stock Options (Right to Buy) $ 37.15 01/04/2017 D 600 11/07/2010( 2 ) 05/07/2018 Common Stock 600 ( 2 ) 0 D
Stock Options (Right to Buy) $ 52.17 01/04/2017 D 9,700 11/12/2011( 2 ) 05/12/2019 Common Stock 9,700 ( 2 ) 0 D
Stock Options (Right to Buy) $ 38.51 01/04/2017 D 10,000 11/03/2012( 2 ) 05/03/2020 Common Stock 10,000 ( 2 ) 0 D
Stock Options (Right to Buy) $ 38.51 01/04/2017 D 5,400 11/03/2012( 2 ) 05/03/2020 Common Stock 5,400 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESSIG STUART
ONE ST. JUDE MEDICAL DRIVE
ST. PAUL, MN55117
X
Signatures
/s/ Kashif Rashid, Attorney in Fact 01/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant 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.
( 2 )Pursuant 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.

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