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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* BRAUER KEITH E (Last) (First) (Middle) C/O GUIDANT CORP 111 MONUMENT CIRCLE #2900 (Street) INDIANAPOLIS IN 46204-5129 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GUIDANT CORP [ GDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP Finance and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common stock	04/21/2006		D		121,191	D	(1)	0	D
Common stock	04/21/2006		D		50,488	D	(1)	0	I	By ESSOP
Common stock	04/21/2006		D		45,000	D	(1)	0	I	Shares Held by Family LLC
Common stock	04/21/2006		D		14,571	D	(1)	0	I	Shares Held by Family Foundation

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$30.625	04/21/2006		D			62,000	(2)	10/23/2007	Common Stock	62,000	(2)	0	D
Employee Stock Option (right to buy)	$34.265	04/21/2006		D			144,000	(2)	05/18/2008	Common Stock	144,000	(2)	0	D
Employee Stock Option (right to buy)	$53.98	04/21/2006		D			60,000	(2)	01/15/2009	Common Stock	60,000	(2)	0	D
Employee Stock Option (right to buy)	$51.25	04/21/2006		D			125,000	(2)	01/14/2010	Common Stock	125,000	(2)	0	D
Employee Stock Option (right to buy)	$47.41	04/21/2006		D			125,000	(2)	01/15/2011	Common Stock	125,000	(2)	0	D
Employee Stock Option (right to buy)	$31.09	04/21/2006		D			125,000	(2)	07/20/2011	Common Stock	125,000	(2)	0	D
Employee Stock Option (right to buy)	$63.11	04/21/2006		D			22,000	(2)	04/01/2014	Common Stock	22,000	(2)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of January 25, 2006 (the "Merger Agreement"), by and among Boston Scientific Corporation ("Boston Scientific"), Guidant Corporation ("Guidant"), and Galaxy Merger Sub, Inc., each share of Guidant common stock issued and outstanding immediately prior to the effectiveness of the merger on April 21, 2006 (the "Effective Time"), was converted into the right to receive (i) 1.6799 shares of Boston Scientific common stock (the "Exchange Ratio") and (ii) $42.28 in cash (which includes an aggregate per share interest payment of $0.28).

2. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Boston Scientific and converted into an option to purchase that number of shares of Boston Scientific common stock (rounded down to the nearest whole share) equal to the sum of (x) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Exchange Ratio and (y) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Cash Portion Option Exchange Multiple, at an exercise price per share of Boston Scientific common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the aggregate exercise price for the shares of Guidant common stock subject to this option by (2) the aggregate number of shares of Boston Scientific common stock to be subject to such option after giving effect to such adjustments. The Cash Portion Option Exchange Multiple was 1.9056.

	/s/ Diane Barker by Power of Attorney for Keith E. Brauer	04/25/2006
	** Signature of Reporting Person	Date
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).
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