Sec Form 4 Filing - FARRELL PETER C @ RESMED INC - 2014-10-20

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
FARRELL PETER C
2. Issuer Name and Ticker or Trading Symbol
RESMED INC [ RMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
RESMED INC., 9001 SPECTRUM CENTER BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2014
(Street)
SAN DIEGO, CA92123
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
ResMed Common Stock 10/20/2014 G V 200,000 ( 1 ) D $ 0 281,264 D
ResMed Common Stock 10/29/2014 M 119,204 A $ 12.468 400,468 D
ResMed Common Stock 10/29/2014 S 119,204 D $ 51.839 ( 2 ) 281,264 D
ResMed Common Stock 22,783 I Peter C. Farrell Grantor Retained Annuity Trust dated December 2012 ( 3 )
ResMed Common Stock 200,000 I Peter C. Farrell Grantor Retained Annuity Trust dated March 4, 2014 ( 3 )
ResMed Common Stock 200,000 I Peter C. Farrell Grantor Retained Annuity Trust dated October 14, 2014 ( 3 )
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
ResMed Common Stock Options $ 12.468 10/29/2014 M 119,204 01/20/2006( 4 ) 01/20/2015 ResMed Common Stock 1,192,004 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FARRELL PETER C
RESMED INC.
9001 SPECTRUM CENTER BOULEVARD
SAN DIEGO, CA92123
X Chairman of the Board
Signatures
Peter C. Farrell 10/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transaction represents a gift from the Peter C. Farrell Trust to fund the Peter C. Farrell Grantor Retained Annuity Trust dated October 14, 2014 (Annuity Trust). Dr. Farrell is the trustee of his personal trust, but is not the trustee of the Annuity Trust. Per the terms of the Annuity Trust, 90% of the original value will be transferred to Dr Farrell at the end of the Annuity Trust's first year.
( 2 )This transaction was executed in multiple trades at prices ranging from $51.67 to $52.10. The price reported above reflects the weighted average sale price. The reporting person will provide full information regarding the number of shares and prices at which the transaction was effected upon request to the SEC staff, the issuer or the security holder of the issuer.
( 3 )Securities held by Larry Poster, Trustee of the Peter C. Farrell Grantor Retained Annuity Trust.
( 4 )Represents date options first became available. Options vest one-third annually on the anniversary of the grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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