SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TRENARY C RUSSELL III

(Last)

(First)

(Middle)

C/O ABBOTT MEDICAL OPTICS INC.

1700 E. ST. ANDREW PLACE

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABBOTT MEDICAL OPTICS INC [ EYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		former Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2009		U		7,699.6791⁽¹⁾	D	$22	759.6096⁽²⁾	D
Common Stock	02/26/2009		D		759.6096⁽³⁾	D	$22	0	D
Common Stock	02/25/2009		A		496⁽⁴⁾	A	$0	496	D
Common Stock	02/25/2009		F		227⁽⁵⁾	D	$22.01	269	D
Common Stock	02/26/2009		D		269⁽³⁾	D	$22	0	D
Common Stock	02/25/2009		A		2,540⁽⁶⁾	A	$0	2,540	D
Common Stock	02/25/2009		F		1,163⁽⁵⁾	D	$22.01	1,377	D
Common Stock	02/26/2009		D		1,377⁽⁶⁾	D	$22	0	D
Common Stock	02/25/2009		A		3,451⁽⁶⁾	A	$0	3,451	D
Common Stock	02/25/2009		F		1,579⁽⁵⁾	D	$22.01	1,872	D
Common Stock	02/26/2009		D		1,872⁽⁶⁾	D	$22	0	D
Common Stock	02/25/2009		A		1,879⁽⁶⁾	A	$0	1,879	D
Common Stock	02/25/2009		F		860⁽⁵⁾	D	$22.01	1,019	D
Common Stock	02/26/2009		D		1,019⁽⁶⁾	D	$22	0	D
Common Stock	02/26/2009		D		1.5162⁽³⁾	D	$22	0	I	Shares had been held by 401(k) Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$33.72	02/26/2009		D⁽⁷⁾			50,000	05/20/2008	05/20/2014	Common Stock	50,000	$0	0	D
Employee Stock Option (Right to Buy)	$38.2	02/26/2009		D⁽⁸⁾			50,000	05/26/2009	05/26/2019	Common Stock	50,000	$0	0	D
Employee Stock Option (Right to Buy)	$45.26	02/26/2009		D⁽⁹⁾			39,000	05/24/2010	05/24/2016	Common Stock	39,000	$0	0	D
Employee Stock Option (Right to Buy)	$42.55	02/26/2009		D⁽¹⁰⁾			55,900	05/21/2011	05/21/2017	Common Stock	55,900	$0	0	D
Employee Stock Option (Right to Buy)	$22.94	02/26/2009		D⁽¹¹⁾			50,000	05/29/2012	05/29/2018	Common Stock	50,000	$0	0	D

Explanation of Responses:

1. These shares were tendered to Rainforest Acquisition Inc. ("Purchaser") pursuant to Purchaser?s offer to purchase all of the outstanding shares of Advanced Medical Optics, Inc. (the "Issuer") at a cash purchase price of $22.00 per share, without interest, and subject to any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on January 27, 2009, as amended (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on February 25, 2009.

2. Includes an aggregate of 759.6096 shares of common stock acquired through the issuer's Employee Stock Purchase Plan through October 31, 2008.

3. These shares were canceled pursuant to the Agreement and Plan of Merger, dated January 11, 2009, by and among Abbott Laboratories, Purchaser and the Issuer (the "Merger Agreement"), in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes) at the effective time of the merger.

4. Exempt restricted shares of common stock forfeited in connection with termination of employment were reinstated pursuant to change in control agreement.

5. Shares withheld in satisfaction of tax obligations attributable to the lapse of restrictions on stock award or in satisfaction of tax withholding attributable to vesting and settlement of restricted stock units.

6. The exempt restricted stock units (previously reported on Table II) that had been forfeited in connection with the reporting person's termination of employment were reinstated pursuant to a change in control agreement, vested in full and were settled for shares of Issuer Common Stock in accordance with the terms of the applicable equity plan. At the effective time of the merger, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes).

7. This previously reported exempt stock option, which had vested ratably over four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 20,514 shares of Abbott Laboratories common stock at an exercise price of $82.19 per share, determined pursuant to a formula set forth in the Merger Agreement.

8. This previously reported exempt stock option, which became 100% vested on December 31, 2008 in connection with the reporting person's termination of employment, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 20,514 shares of Abbott Laboratories common stock at an exercise price of $93.11 per share, determined pursuant to a formula set forth in the Merger Agreement.

9. This previously reported exempt stock option, which became 100% vested on December 31, 2008 in connection with the reporting person's termination of employment, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 16,001 shares of Abbott Laboratories common stock at an exercise price of $110.32 per share, determined pursuant to a formula set forth in the Merger Agreement.

10. This previously reported exempt stock option, which became 100% vested on December 31, 2008 in connection with the reporting person's termination of employment, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 22,935 shares of Abbott Laboratories common stock at an exercise price of $103.71 per share, determined pursuant to a formula set forth in the Merger Agreement.

11. This previously reported exempt stock option, which became 100% vested on December 31, 2008 in connection with the reporting person's termination of employment, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 20,514 shares of Abbott Laboratories common stock at an exercise price of $55.92 per share, determined pursuant to a formula set forth in the Merger Agreement.

Remarks:

	C. Russell Trenary III, By: Aimee S. Weisner, Attorney in Fact	02/27/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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