Sec Form 4 Filing - Harris Taylor C. @ THORATEC CORP - 2015-10-08

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
Harris Taylor C.
2. Issuer Name and Ticker or Trading Symbol
THORATEC CORP [ THOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Chief Financial Officer
(Last) (First) (Middle)
6035 STONERIDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2015
(Street)
PLEASANTON, CA94588
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 10/02/2015 G 16,857 D $ 0 36,742 D
Common Stock 10/08/2015 A 24,798 ( 1 ) A $ 0 61,540 D
Common Stock 10/08/2015 D 61,540 D $ 63.5 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
Non-Qualified Stock Options (Right to Buy) $ 33.16 10/08/2015 D 10,000 ( 2 ) 03/15/2020 Common Stock 10,000 $ 30.34 ( 2 ) 0 D
Non-Qualified Stock Options (Right to Buy) $ 27.3 10/08/2015 D 5,775 ( 2 ) 03/01/2021 Common Stock 5,775 $ 36.2 ( 2 ) 0 D
Non-Qualified Stock Options (Right to Buy) $ 33.99 10/08/2015 D 6,447 ( 3 ) 03/09/2022 Common Stock 6,447 $ 29.51 ( 3 ) 0 D
Non-Qualified Stock Options (Right to Buy) $ 34.5 10/08/2015 D 7,687 ( 4 ) 10/15/2022 Common Stock 7,687 $ 29 ( 4 ) 0 D
Non-Qualified Stock Options (Right to Buy) $ 35.68 10/08/2015 D 28,335 ( 5 ) 03/07/2023 Common Stock 28,335 $ 27.82 ( 5 ) 0 D
Non-Qualified Stock Options (Right to Buy) $ 35 10/08/2015 D 30,510 ( 6 ) 03/17/2024 Common Stock 30,510 $ 28.5 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harris Taylor C.
6035 STONERIDGE DRIVE
PLEASANTON, CA94588
VP, Chief Financial Officer
Signatures
/s/ Kashif Rashid, Attorney-In-Fact 10/08/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 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.
( 2 )This 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.
( 3 )This 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.
( 4 )This 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.
( 5 )This 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.
( 6 )This 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.

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