0001242914-15-000001.txt : 20150518
0001242914-15-000001.hdr.sgml : 20150518
20150518171605
ACCESSION NUMBER: 0001242914-15-000001
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20150518
DATE AS OF CHANGE: 20150518
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: STRYKER CORP
CENTRAL INDEX KEY: 0000310764
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 381239739
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-31990
FILM NUMBER: 15874120
BUSINESS ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
BUSINESS PHONE: 2693892600
MAIL ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STRYKER RONDA E
CENTRAL INDEX KEY: 0001242914
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
SC 13D/A
1
RES13D.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
STRYKER CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
863667 10 1
(CUSIP Number)
Ronda E. Stryker
Greenleaf Trust
211 South Rose Street
Kalamazoo, Michigan 49007
(269) 553-6948
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 13, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this Schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. Names of Reporting Persons. Ronda E. Stryker
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States of America
7. Sole Voting Power 10,035,180
Number of
Shares Bene- 8. Shared Voting Power 17,275,768
ficially
Owned by Each 9. Sole Dispositive Power 10,035,180
Reporting
Person With: 10. Shared Dispositive Power 17,275,768
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 27,310,948
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)X
13. Percent of Class Represented by Amount in Row(11) 7.2%
14. Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is common stock, par value $0.10 per share (Common Shares), of
Stryker Corporation, a Michigan corporation (Company). The address of
the principal executive office of the Company is 2825 Airview Boulevard,
Kalamazoo, Michigan 49002.
Item 2. Identity and Background
(a)-(c) This statement is being filed by RondaE. Stryker. Ronda
E. Strykers business address is c/o Greenleaf Trust, 211 South Rose Street,
Kalamazoo, Michigan 49007. RondaE. Strykers present principal occupation
or employment is Vice Chair and a Director of Greenleaf Trust, a bank, Trustee
of Spelman College, Kalamazoo College and Pathfinders International and
Fellow of Harvard Medical School. She is also a director of the Company,
the granddaughter of the founder of the Company and the daughter of a former
President of the Company.
(d)-(e) During the past five years, RondaE. Striker (i) has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) RondaE. Stryker is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule is being amended to report the adoption by RondaE.
Stryker of a Rule 10b5-1 plan governing shares that were previously reported
as owned by RondaE. Stryker on Schedule13D. No funds were used in making
the acquisitions giving rise to this amendment to Schedule13D.
Item 4. Purpose of Transaction
This Schedule is being amended to report the adoption by RondaE.
Stryker of a Rule 10b5-1 plan governing shares that were previously reported
as owned by RondaE. Stryker on Schedule13D. On May 7, 2015, RondaE.
Stryker entered into a Rule 10b5-1 Sales Trading Plan (Plan) with Raymond
James & Associates, Inc. A copy of the Plan agreement is attached as
Exhibit 1 to this amendment of Schedule 13D. The price term under the
Plan is market value. Sales pursuant to the Plan may begin as early as
June 8, 2015. The Plan terminates on the earlier of December 31, 2016 or
such time as the aggregate, net sales proceeds received pursuant to the
Plan (i.e., aggregate proceeds minus sale expenses and commissions) reaches
$250 million. (based on 6000 shares per day)
Apart from the Plan described above, RondaE. Stryker intends to
evaluate on an ongoing basis her investment in the Company and her options
with respect to such investment. RondaE. Stryker and her husband may, from
time to time, acquire additional Common Shares (1) by the exercise or
additional vesting of options, (2) by the grant of additional options or other
equity awards by the Company or (3) from time to time for investment purposes
if market conditions are favorable, in the open market, in privately
negotiated transactions or otherwise. RondaE. Stryker and her husband may
also dispose of some or all of the Companys Common Shares that they
beneficially own, periodically, by public or private sale (registered or
unregistered and with or without the simultaneous sale of newly-issued Common
Shares by the Company), gift, expiration of options, forfeiture of restricted
shares or otherwise, including, without limitation, sales of Common Shares
pursuant to Rule144 under the Securities Act of 1933, as amended, or
otherwise. RondaE. Stryker and her husband reserve the right not to acquire
Common Shares at any given time and not to dispose of all or part of Common
Shares they may own at any given time if they determine such acquisition or
disposal is not in their best interests at the time in question.
Other than as described above, RondaE. Stryker does not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition of securities of the Company, (b) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (c) any sale or transfer
of a material amount of assets of the Company or any of its subsidiaries,
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board, (e) any material
change in the Company's present capitalization or dividend policy, (f) any
other material change in the Company's business or corporate structure,
(g) any change in the Company's articles of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company
by any person, (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of the Companys equity securities
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of Common Shares
beneficially owned by RondaE. Stryker as of May 7, 2015 are as follows:
Number Percent
RondaE. Stryker 27,310,948 (1) 7.2% (2)
(1) The shares shown above as beneficially owned by RondaE. Stryker
comprise (1) 183,694 Common Shares owned directly by RondaE. Stryker,
(2) 55,804 Common Shares that RondaE. Stryker has the right to acquire
within 60 days of February 28, 2016 upon the exercise of options granted to
her by the Company, as more specifically described below (Option Shares),
(3) 9,795,682 shares held by her in her revocable trust, of which trust she
is the sole trustee and beneficiary during her lifetime, (4) 40,000 Common
Shares owned by her husband, WilliamD. Johnston, and over which she may be
deemed to share voting and investment power, (5) 17,207,398 Common Shares
held in the separate subtrust of the L. Lee Stryker Trust dated September10,
1974 created for the benefit of RondaE. Stryker and her issue (LLS Subtrust),
over which Subtrust RondaE. Stryker may be deemed to share voting and
investment power, as described below, and (6) 28,370 Common Shares owned
by the Stryker Johnston Foundation, a Michigan non-profit corporation
(Foundation), of which RondaE. Stryker, her husband and her children
are the trustees.
(2) Based on the 378,749,951 Common Shares reported as outstanding as
of January 31, 2015 in the Companys Form 10-K dated February 12, 2015.
RondaE. Stryker has been granted the following options to purchase
Common Shares under the Companys stock option plans:
Percent
Vested at
Date of Number of Exercise March1,Number Vesting
Grant Shares Price 2015 Vested Schedule
02/07/06 8,500 $46.85 100% 8,500 One-fifth a year
starting 02/07/07
02/14/07 7,700 $62.65 100% 7,700 One-fifth a year
starting 02/14/08
02/12/08 7,400 $67.80 100% 7,400 One-fifth a year
starting 02/12/09
02/10/09 12,375 $42.00 100% 12,375 One-fifth a year
starting 02/10/10
02/23/10 9,995 $53.09 100% 9,995 One-fifth a year
starting 02/23/11
02/09/11 4,735 $59.70 80% 3,788 One-fifth a year
starting 02/09/12
02/21/12 4,945 $53.60 60% 2,967 One-fifth a year
starting 02/21/13
02/13/13 5,520 $64.01 40% 2,208 One-fifth a year
starting 02/13/14
02/12/14 4,355 $81.14 20% 871 One-fifth a year
starting 02/12/15
02/11/15 3,795 $93.06 0% 0 One-fifth a year
starting 02/11/16
02/11/15 948 0.00 0% 0 100% 02/11/16
Total 70,268 55,804
The vesting of the unvested options described above will increase
RondaE. Strykers beneficial ownership of Common Shares. If the above
options were fully vested, RondaE. Stryker would beneficially own 27,310,948
Common Shares, or 7.2% of the outstanding Common Shares.
(b) RondaE. Stryker has sole voting and investment power over
10,035,180 Common Shares reported above as beneficially owned by her and held
by her either directly, in her revocable trust or subject to options
exercisable by her.
WilliamD. Johnston is RondaE. Strykers husband. As a result,
RondaE. Stryker may be deemed to share voting and investment power over
the Common Shares held by WilliamD. Johnston.
RondaE. Stryker has a special power of appointment over the Companys
Common Shares held in the LLS Subtrust and the power to change the trustee
of that Subtrust. As a result she may be deemed to share voting and
dispositive power over the Common Shares held in the LLS Subtrust. The LLS
Subtrust is administered by Greenleaf Trust, a state chartered bank marketing
fiduciary services to the general public. RondaE. Stryker is a shareholder
and director of Greenleaf Trust. RondaE. Strykers husband, WilliamD.
Johnston, is the controlling shareholder of Greenleaf Trust.
Greenleaf Trust holds Common Shares in its fiduciary capacity on
behalf of various trust and investment management customers, some of whom
have the right to receive, or the power to direct the receipt of, dividends
from or the proceeds from the sale of these securities. Including the shares
held in the LLS Subtrust, Greenleaf Trust has sole voting and dispositive
power over 512,682 Common Shares held in accounts over which it has
discretionary management power, and 28,657,406 Common Shares held in trusts
over which it shares voting or dispositive power with co-trustees or
beneficiaries, for a total of 29,170,088 Common Shares, or 7.7% of the
outstanding Common Shares. Except for the Common Shares held in the LLS
Subtrust, RondaE. Stryker specifically disclaims beneficial ownership of,
and this Schedule13D does not report, shares held by Greenleaf Trust in
accounts over which RondaE. Stryker possesses neither fiduciary discretion
nor powers or privileges as a beneficiary. RondaE. Stryker also expressly
disclaims status as a group with Greenleaf Trust or WilliamD. Johnston for
purposes of this Schedule13D.
RondaE. Stryker, her husband, WilliamD. Johnston, and their adult
children are trustees of the Foundation. Decisions of the Foundation are
controlled by majority vote of the trustees. As a result, RondaE. Stryker
may be deemed to share voting and investment power over the Common Shares
held in the Foundation. RondaE. Stryker expressly disclaims status as a
group with the Foundation, WilliamD. Johnston or their adult children who
are trustees of the Foundation for purposes of this Schedule13D.
WilliamD. Johnstons and Greenleaf Trusts principal business address
is c/o Greenleaf Trust, 211 South Rose Street, Kalamazoo, Michigan 49007.
WilliamD. Johnstons principal occupation or employment is Chairman of
Greenleaf Trust, a Michigan state chartered bank marketing fiduciary services
to the general public.
Neither WilliamD. Johnston nor Greenleaf Trust has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Neither WilliamD. Johnston nor
Greenleaf Trust has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. WilliamD. Johnston is a citizen of
the United States of America.
(c) Except for the following transactions, no transactions in
the Common Shares were effected by RondaE. Stryker during the 60 days prior
to May 7, 2015: (1) on March 21, 2015 1,089 Restricted Stock Units vested
and were settled for an equal number of shares of Stryker Corporation
Common Stock.
(d) Other than (1) Raymond James & Associates, Inc., with
respect to the Plan, (2) Greenleaf Trust, with respect to the Common
Shares in the LLS Subtrust, (3) the Foundation and its trustees, with
respect to the Common Shares held by the Foundation, (3) WilliamD. Johnston
with respect to the Common Shares held by him, and (4) the beneficiaries of
the LLS Subtrust, namely RondaE. Stryker and her issue, no person is known
to have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Common Shares
beneficially owned by RondaE. Stryker.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than (1) her agreement with Raymond James & Associates, Inc.
pursuant to the Plan, (2) those relationships with other trustees of the
Foundation and the other owners and directors of Greenleaf Trust, (3)
RondaE. Strykers oversight responsibilities for the Foundation, which are
shared with the other trustees of the Foundation, (4) RondaE. Strykers
rights and privileges under the governing instrument of the LLS Subtrust,
some of which are shared with the trustee of that Subtrust, (5) RondaE.
Strykers rights and privileges under her revocable trust instrument with
respect to the Common Shares held in her revocable trust, and (6) the option
agreements between RondaE. Stryker and the Company and the related stock
option plan with respect to the shares underlying stock options beneficially
owned by RondaE. Stryker, RondaE. Stryker does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with
any person with respect to any Common Shares or any other securities of
the Company, including, but not limited to, transfer or voting of any of
the securities, finders fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits or loss, division of profits or
loss, or the giving or withholding of proxies.
A copy of the May 7, 2015 Rule 10b5-1 Sales Trading Plan agreement
with Raymond James & Associates, Inc. is attached as Exhibit 1 to this
amendment of Schedule 13D. Copies of the Companys stock option plans and
forms of option agreements for options granted under the Companys stock
option plans are filed as exhibits to the Companys periodic reports under
the Securities Exchange Act of 1934, as amended.
Item 7. Material to be Filed as Exhibits
1. Rule 10b5-1 Sales Trading Plan agreement dated May 7, 2015
2. 2006 Long-Term Incentive Plan (as amended effective July23, 2008),
incorporated by reference to Exhibit10.1 to the Companys Form10Q dated
August7, 2008 (Commission File No. 00009165)
3. Form of grant notice and terms and conditions for stock options granted
to U.S. employees under the 2006 Long-Term Incentive Plan, incorporated by
reference to Exhibit10(ii) to the Companys Form10K dated for the year ended
December31, 2008 (Commission File No. 00009165)
4. 1998 Stock Option Plan (as amended effective July23, 2008), incorporated
by reference to Exhibit10.2 to the Companys Form10Q dated August7, 2008
(Commission File No. 00009165)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 13, 2015 /s/ Ronda E Stryker
Ronda E Stryker
CUSIP No. 863667 10 1
8
Page 8 of 8 pages 13D RES 05082015
CUSIP No. 863667 10 1
CUSIP No. 863667 10 1
Page 2 of 8 pages
EX-1
2
RES13DExhibit1.txt
SCHEDULE 13D EXHIBIT A
Raymond James & Associates, Inc.
Rule 10b5-1 Sales Trading Plan
(Non-discretionary Plan-Owned Shares Only)
Use this version of the Sales Plan if the seller wishes to indicate the
amount, price and date of stock sales with such specificity that Raymond James
will not have any discretion over how, when and whether to sell stock (other
than the discretion inherent in applying ordinary principles of best
execution).
Ronda E Stryker (Seller) hereby adopts this Sales Plan dated
May 7, 2015 ("Sales Plan") between Seller and Raymond James & Associates, Inc.
("Raymond James"), acting as agent.
Recital
This Sales Plan is being entered into between Seller and Raymond James to
establish a trading plan for Seller that complies with the requirements of
Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Seller is establishing this Sales Plan to dispose of
a portion of Seller's holdings of the common stock of Stryker Corporation
(the "Issuer") with the following :check one: X par value of $.10 per share
or no par value (the "Stock")
A. Implementation of the Plan
1. Seller hereby appoints Raymond James to sell shares of Stock pursuant
to the terms and conditions set forth below. Subject to such terms and
conditions, Raymond James hereby accepts such appointment.
2. Raymond James is authorized to begin selling Stock pursuant to this
Sales Plan on June 8, 2015 (which shall be no earlier than 30 days from the
date this Sales Plan is adopted) and shall cease selling Stock on the
earliest to occur of the date on which Raymond James receives notice of the
death of Seller, as soon as reasonably practical after learning that the
Issuer or any other person publicly announces a tender or exchange offer
with respect to the Stock, the date of public announcement of a merger,
acquisition, reorganization, recapitalization or comparable transaction
affecting the securities of the Issuer as a result of which the Stock is
exchanged or converted into shares of another company, the date on which
Raymond James receives notice of the commencement of any proceedings in
respect of or triggered by Seller's bankruptcy or insolvency and (specify
date plus one or more occurrences that will mark the last day on which
sales may occur):
X December 31, 2016; and
the date that an aggregate of _______ shares of Stock are sold pursuant to
this Sales Plan; and
X the date that the aggregate proceeds of sales pursuant to this Sales Plan
(after deducting commissions and other expenses of sale reaches $250,000,000.
(the "Plan Sales Period").
3. (a) Raymond James shall sell the Daily Sale Amount (as defined below)
for the account of Seller on each Sale Day (as defined below), subject to
the following restrictions, if desired:
X Raymond James shall not sell any shares of Stock pursuant to this Sales
Plan at a price of less than $ Market per share (before deducting commissions
and other expenses of sale) (the "Minimum Sale Price").
(insert other restrictions, if any) ___________________________.
(b) A "Sale Day" is: check one: X each trading day or other/specify
______________________________________ ______________________________________
during the Plan Sales Period, provided that if any Sale Day is not a
Trading Day, such Sale Day shall be deemed to fall on the next succeeding
Trading Day. A "Trading Day" is any day during the Plan Sales Period that
the: insert name of principal market or exchange for the Stock: NYSE (the
"Principal Market") is open for business and the Stock trades regular way
on the Principal Market.
(c) The "Daily Sale Amount" for any Sale Day shall be (please check the
applicable box to indicate the amount of Stock that Raymond James is to sell
on each Sale Day):
X 6,000 shares of Stock.
an amount of Stock resulting in aggregate proceeds (after deducting
commissions and other expenses of sale of $________________.
determined in accordance with the following formula:
________________________________________________________________________.1
the amount set forth on the grid below opposite the per share price range
that corresponds to the reported price of the opening reported market
transaction in the Stock on such Sale Day.
Reported Price of Opening Reported Market
Transaction in the Stock
Daily Sale Amount
If the price is below $________________
If the price is between $_______
and $________
If the price is between $_______ and $________
If the price
is above $______________________
(d) Subject to the restrictions set forth
in paragraph A.3(a) above, Raymond James shall sell the Daily Sale Amount
on each Sale Day under ordinary principles of best execution at the
then-prevailing market price.
(e) If, consistent with ordinary principles of best execution or for any
other reason, Raymond James cannot sell the Daily Sale Amount on any Sale
Day, then (select one):
X the amount of such shortfall may be sold as soon as practicable on the
immediately succeeding Trading Day under ordinary principles of best
execution; provided that in no event may the amount of the shortfall for
any such Sale Day be sold later than the fourth business day after such
Sale Day.
Raymond James's obligation to sell Stock on such Sale Day pursuant to this
Sales Plan shall be deemed to have been satisfied. Nevertheless, if any
such shortfall exists after the close of trading on the last Trading Day
of the Plan Sales Period, Raymond James's authority to sell such shares
for the account of Seller under this Sales Plan shall terminate.
(f) The Daily Sale Amount and the Minimum Sale Price, if applicable, shall
be adjusted automatically on a proportionate basis to take into account any
stock split, reverse stock split or stock dividend with respect to the Stock
or any change in capitalization with respect to the Issuer that occurs during
the Plan Sales Period.
4. Raymond James shall not sell Stock hereunder at any time when:
(i) Raymond James, in its sole discretion, has determined that a market
disruption, banking moratorium, outbreak or escalation of hostilities or
other crisis or calamity has occurred; or
(ii) Raymond James, in its sole discretion, has determined that it is
prohibited from doing so by a legal, contractual or regulatory restriction
applicable to it or its affiliates or to Seller or Seller's affiliates
(other than any such restriction relating to Seller's possession or alleged
possession of material nonpublic information about the Issuer or the Stock); or
(iii)
(iv) Raymond James has received notice from Seller to terminate the plan
in accordance with paragraph C.1 below.
5. (a) Seller has delivered the Stock to be sold pursuant to this
Sales Plan (with the amount to be estimated by Seller in good faith, if the
Daily Sale Amount is designated as an aggregate dollar amount) (the
"Plan Shares") into an account at Raymond James in the name of and for the
benefit of Seller (the "Plan Account").
(b) Raymond James shall withdraw Stock from the Plan Account in order to
effect sales of Stock under this Sales Plan. If at any time during the
Plan Sales Period the number of shares of Stock in the Plan Account is less
than the number of Plan Shares remaining to be sold pursuant to this Sales
Plan, Raymond James shall have no further obligation to effect sales of Shares
under this Sales Plan.
(c) To the extent that any Stock remains in the Plan Account after the end
of the Plan Sales Period or upon termination of this Sales Plan, Raymond
James agrees to return such Stock promptly to the Seller.
6. Raymond James shall in no event effect any sale under this Sales Plan
if the Stock to be sold is not in the Plan Account.
7. Raymond James may sell Stock on any national securities exchange, in
the over-the-counter market, on an automated trading system or otherwise.
B. Seller's Representations, Warranties and Covenants. Seller hereby
represents, warrants and covenants that:
1. Seller is not aware of any material nonpublic information concerning
the Issuer or its securities. Seller is entering into this Sales Plan in
good faith and not as part of a plan or scheme to evade compliance with the
federal securities laws.
2. The securities to be sold under this Sales Plan are owned free and
clear by Seller [(subject, in the case of shares underlying Options, only to
the compliance by Seller with the exercise provisions of such Options)] and
are not subject to any liens, security interests or other encumbrances or
limitations on disposition other than those imposed by Rules 144 or 145
under the Securities Act of 1933, as amended (the "Securities Act").
3. While this Sales Plan is in effect, Seller agrees not to enter into
or alter any corresponding or hedging transaction or position with respect
to the securities covered by this Sales Plan and agrees, except as
expressly permitted herein, not to alter or deviate from the terms of
this Sales Plan.
4. (a) Seller has provided Raymond James with a certificate dated as of
the date hereof signed by the Issuer substantially in the form of Exhibit A
hereto.
5. The execution and delivery of this Sales Plan by Seller and the
transactions contemplated by this Sales Plan will not contravene any provision
of applicable law or any agreement or other instrument binding on Seller or
any of Seller's affiliates or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over Seller or Seller's affiliates.
6. Seller agrees that until this Sales Plan has been terminated as
permitted herein Seller shall not (i) enter into a binding contract with
respect to the purchase or sale of Stock with another broker, dealer,
financial institution or other party (each, a "Financial Institution"),
(ii) instruct another Financial Institution to purchase or sell Stock or
(iii) adopt a plan for trading with respect to Stock other than this
Sales Plan.
7. Seller agrees that it shall not, directly or indirectly, communicate
any material nonpublic information relating to the Stock or the Issuer to
any employee of Raymond James or its affiliates who is involved, directly or
indirectly, in executing this Sales Plan at any time while this Sales Plan
is in effect.
8. Seller agrees that Seller shall at all times during the Plan Sales
Period (as defined below), in connection with the performance of this Sales
Plan, comply with all applicable laws, including, without limitation, Section
16 of the Exchange Act and the rules and regulations promulgated thereunder,
and make all filings, if any, required under Sections 13(d), 13(g) and 16
of the Exchange Act in a timely manner, to the extent any such filings are
applicable to Seller.
9. [(a) Seller represents and warrants that the Stock to be sold pursuant
to this Sales Plan is currently eligible for sale under Rule 144 or 145.
(b) Seller agrees not to take, and agrees to cause any person or entity with
which Seller would be required to aggregate sales of Stock pursuant to
paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause
the sales hereunder not to meet all applicable requirements of Rule 144.
(c) Seller agrees to complete, execute and deliver to Raymond James Forms
144 for the sales to be effected under this Sales Plan at such times and in
such numbers as Raymond James shall request, and Raymond James agrees to
file such Forms 144 on behalf of Seller as required by applicable law.
Seller understands and agrees that Raymond James shall make one Form 144
filing at the beginning of each three-month period commencing upon the first
Sale Day under this Sales Plan.2
(d) Seller hereby grants Raymond James a power of attorney to complete and/or
file on behalf of Seller any required Forms 144. Notwithstanding such power
of attorney, Seller acknowledges that Raymond James shall have no obligation
to complete or file Forms 144 on behalf of Seller except as set forth in
subparagraph (c).
(e) Raymond James agrees to conduct all sales pursuant to this Sales Plan
in accordance with the manner of sale requirement of Rule 144 of the
Securities Act and in no event shall Raymond James effect any sale if such
sale would exceed the then-applicable amount limitation under Rule 144,
assuming Raymond James's sales pursuant to this Sales Plan are the only
sales subject to that limitation.]3
10. Seller acknowledges and agrees that Seller does not have, and
shall not attempt to exercise, any influence over how, when or whether
to effect sales of Stock pursuant to this Sales Plan.
11. Raymond James may sell Stock on any national securities exchange,
in the over the counter market, on an automated trading system or otherwise.
Raymond James or one of its affiliates may make a market in the Stock and
may act as principal in executing sales under the Trading Plan. To the
extent that Raymond James administers other trading plans relating to
Issuer's securities, Raymond James may aggregate orders for Seller with
orders under other sellers' trading plans for execution in a block and
allocate each execution on a pro rata basis to each seller. In the event of
partial execution of block orders, Raymond James shall allocate the proceeds
of all Stock actually sold on a particular day pursuant to all Rule 10b51
trading plans concerning issuer's securities that Raymond James manages
pro rata based on the ratio of (x) the number of shares to be sold pursuant
to the order instructions of each Trading Plan to (y) the total number of
shares to be sold under all Trading Plans having the same type of order
instructions.
C. Termination
1. This Sales Plan may not be terminated prior to the end of the
Plan Sales Period, except that:
(i) it may be terminated at any time by written notice from Seller
received by Raymond James's credit department at the address or fax number
set forth in paragraph F.5 below for any reason as long as such termination
is made in good faith and not as part of a plan or scheme to evade the
insider trading rules and Seller represents that to Raymond James in such
notice; with reasons for a permitted termination including where legal or
regulatory restrictions applicable to Seller or Seller's affiliates (other
than any such restrictions relating to Seller's possession or alleged
possession of material nonpublic information about the Issuer or the Stock)
would prevent Raymond James from selling Stock for Seller's account during
the Plan Sales Period, and
D. Indemnification; Limitation of Liability
1. (a) Seller agrees to indemnify and hold harmless Raymond James and
its directors, officers, employees and affiliates from and against all claims,
losses, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or
investigating any such action or claim) arising out of or attributable to
Raymond James's actions taken or not taken in compliance with this Sales
Plan or arising out of or attributable to any breach by Seller of this Sales
Plan (including Seller's representations and warranties hereunder) or any
violation by Seller of applicable laws or regulations. This indemnification
shall survive termination of this Sales Plan.
(b) Notwithstanding any other provision hereof, Raymond James shall not be
liable to Seller for:
(i) special, indirect, punitive, exemplary or consequential damages, or
incidental losses or damages of any kind, even if advised of the possibility
of such losses or damages or if such losses or damages could have been
reasonably foreseen; or
(ii) any failure to perform or to cease performance or any delay in
performance that results from a cause or circumstance that is beyond its
reasonable control, including but not limited to failure of electronic or
mechanical equipment, strikes, failure of common carrier or utility systems,
severe weather, market disruptions or other causes commonly known as
"acts of God".
(c) Notwithstanding any other provision hereof, Raymond James shall not
be liable to Seller for (i)the exercise of discretionary authority or
discretionary control under this Trading Plan, if any, or (ii)any failure
to effect a sale required by paragraph A, except for failures to effect
sales as a result of the gross negligence or willful misconduct of
Raymond James.
2. Seller has consulted with Seller's own advisors as to the legal,
tax, business, financial and related aspects of, and has not relied upon
Raymond James or any person affiliated with Raymond James in connection with,
Seller's adoption and implementation of this Sales Plan.
3. Seller acknowledges and agrees that in performing Seller's
obligations hereunder neither Raymond James nor any of its affiliates nor
any of their respective officers, employees or other representatives is
exercising any discretionary authority or discretionary control respecting
management of Seller's assets, or exercising any authority or control
respecting management or disposition of Seller's assets, or otherwise acting
as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement
Income Security Act of 1974, as amended, or Section 2510.3-21 of the
Regulations promulgated by the United States Department of Labor) with respect
to Seller or Seller's assets. Without limiting the foregoing, Seller further
acknowledges and agrees that neither Raymond James nor any of its affiliates
nor any of their respective officers, employees or other representatives
has provided any "investment advice" within the meaning of such provisions,
and that no views expressed by any such person will serve as a primary basis
for investment decisions with respect to Seller's assets.
E. Agreement to Arbitrate
The arbitration provisions of the Raymond James Client Agreement are
incorporated by reference.
F. General
1. Seller shall pay Raymond James $[.02 ] per share of the Stock sold.
2. Seller and Raymond James acknowledge and agree that this Sales Plan
is a "securities contract," as such term is defined in Section 741(7) of
Title 11 of the United States Code (the "Bankruptcy Code"), entitled to all
of the protections given such contracts under the Bankruptcy Code.
3. This Sales Plan constitutes the entire agreement between the parties
with respect to this Sales Plan and supersedes any prior agreements or
understandings with regard to the Sales Plan.
4. This Sales Plan may be amended by Seller only upon the written consent
of Raymond James and receipt by Raymond James of the following documents,
each dated as of the date of such amendment:
(i) a representation signed by the Issuer substantially in the form
of Exhibit A hereto, and
(ii) a certificate signed by Seller certifying that the representations
and warranties of Seller contained in this Sales Plan are true at and as of
the date of such certificate as if made at and as of such date.
5. All notices to Raymond James under this Sales Plan shall be given
to Raymond James's credit department in the manner specified by this Sales
Plan by confirmed facsimile to 866-461-9784 attn: Franco Lumia or by
certified mail to the address below:
Raymond James & Associates, Inc
880 Carillon Parkway
St Petersburg, FL 33716
Attn.: Franco Lumia
6. Seller's rights and obligations under this Sales Plan may not be
assigned or delegated without the written permission of Raymond James.
7. This Sales Plan may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
8. If any provision of this Sales Plan is or becomes inconsistent with
any applicable present or future law, rule or regulation, that provision will
be deemed modified or, if necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other provisions of this Sales Plan
will continue and remain in full force and effect.
9. This Sales Plan shall be governed by and construed in accordance with
the internal laws of the State of New York and may be modified or amended
only by a writing signed by the parties hereto.
10. Seller agrees that this Sales Plan shall not be binding upon Raymond
James unless and until it is duly and fully executed by the Home Office
Representative of Raymond James listed below.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH E.
IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the
date first written above.
RONDA E STRYKER GREENLEAF TRUST
/s/ Ronda E Stryker /s/ Jennifer C Billings
RAYMOND JAMES & ASSOCIATES, INC.,
..
By: /s/ Franco Lumia
(Home Office Representative)
Name: Franco Luia
Title: Operations Supervisor
Date: 5/12/2015
BRANCH ACKNOWLEDGEMENT:
By: /s/ Gregory Nichols
(Branch Manager)
Name: Gregory Nichols
Branch Number: 59T
EXHIBIT A
ISSUER REPRESENTATION
Stryker Corporation (the "Issuer") represents that it has reviewed the Sales
Plan dated May 7, 2015 (the "Sales Plan") between Ronda E Stryker ("Seller")
and Raymond James & Associates, Inc. ("Raymond James") relating to the
common stock, par value of $0.10 per share, of the Issuer and determined
that the Sales Plan will not violate the Issuers insider trading policies.
Dated: May 7, 2015
STRYKER CORPORATION
By: _/s/ Dean H Bergy
Name: Dean H Bergy
Title: Vice President, Corporate Secretary
# 3156824_v1
1 This formula, together with the other provisions of this Section 3, must
identify the amount, price and date of sales with the specificity required by
Rule 10b5-1(c)(1)(i)(B)(2).
2 The Seller's representation on the Forms 144 regarding Seller's knowledge
of material information regarding the Issuer may be made as of the date this
Sales Plan is adopted. The "Remarks" section of each Form 144 should state
that the sale is being made pursuant to a previously adopted plan intended
to comply with Rule 10b5-1(c) and indicate the date the Sales Plan was adopted
and that the representation is made as of such date.
3 Include paragraph 9 if the Stock is to be sold under Rule 144 or 145.
Account Number 22967521
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