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*
CALLAGHAN FRANK J

(Last) (First) (Middle)
ONE ST. JUDE MEDICAL DRIVE

(Street)
ST. PAUL 55117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ST JUDE MEDICAL INC [ STJ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, CATD
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2013
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 12/14/2013 M 2,175 A (1) 5,784 D
Common Stock 12/14/2013 F 1,049 (2) D $57.99 4,735 D
Common Stock 12/16/2013 M 20,000 A $30.58 24,735 D
Common Stock 12/16/2013 S (3) 20,000 D $59.28 (4) 4,735 D
Common Stock 12/16/2013 M 19,999 A $34.96 24,734 D
Common Stock 12/16/2013 S (3) 19,999 D $59.28 (4) 4,735 D
Common Stock 12/16/2013 M 12,625 A $41.65 17,360 D
Common Stock 12/16/2013 S (3) 12,625 D $59.28 (4) 4,735 D
Common Stock 12/16/2013 M 18,000 A $38.59 22,735 D
Common Stock 12/16/2013 S (3) 18,000 D $59.28 (4) 4,735 D
Common Stock 12/16/2013 S (3) 3,202 D $59.37 (7) 1,533 D
Common Stock 12/17/2013 M 2,584 A (1) 4,117 D
Common Stock 12/17/2013 F 1,246 (8) D $59.42 2,871 D
Common Stock 12/17/2013 M 3,173 A (1) 6,044 D
Common Stock 12/17/2013 F 1,530 (9) D $59.42 4,514 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 (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
Restricted Stock Units (1) 12/14/2013 M 2,175 12/14/2011 (1) Common Stock 4,350 $0 2,175 D
Common Stock $30.58 12/16/2013 M 20,000 (3) 12/15/2009 (6) 12/15/2016 Common Stock 20,000 $0 0 D
Common Stock $34.96 12/16/2013 M 19,999 (3) 12/17/2012 (5) 12/12/2019 Common Stock 79,996 $0 59,997 D
Common Stock $41.65 12/16/2013 M 12,625 (3) 12/14/2011 (5) 12/14/2018 Common Stock 37,875 $0 25,250 D
Common Stock $38.59 12/16/2013 M 18,000 (3) 12/14/2010 (6) 12/14/2017 Common Stock 36,000 $0 18,000 D
Restricted Stock Units (1) 12/17/2013 M 2,584 12/17/2012 (1) Common Stock 7,754 $0 5,170 D
Restricted Stock Units (1) 12/17/2013 M 3,173 12/17/2013 (1) Common Stock 12,692 $0 9,519 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. 2,175 shares of restricted stock vested on December 14, 2013. 1049 shares were used to pay taxes and 1,126 shares were released.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person on October 30, 2013.
4. The price in Column 4 is a weighted average. The prices actually received ranged from $58.99 to $59.44. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
5. The option shares vest 25% on each of the first four anniversary dates of the date of the grant beginning on the date shown.
6. Fully vested at the time of filing
7. The price in Column 4 is a weighted average. The prices actually received ranged from $59.28 to $59.46. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
8. 2,584 of restricted stock vested on December 17, 2013. 1,246 shares were used to pay taxes and 1,338 shares were released.
9. 3,173 of restricted stock vested on December 17, 2013. 1,530 shares were used to pay taxes and 1,643 shares were released.
/s/ Kashif Rashid, Attorney in Fact 12/17/2013
** Signature of Reporting Person Date
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