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^*

NICHOLAS PETER M

(Last)

(First)

(Middle)

ONE BOSTON SCIENTIFIC PLACE

(Street)

NATICK

01760-1537

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON SCIENTIFIC CORP [ BSX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2012

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	07/20/2012		J⁽¹⁾		18,600	D	$0.0000⁽²⁾	3,177,673	I	By Ltd. Partnership
Common Stock	07/20/2012		J⁽³⁾		65,825	D	$0.0000⁽⁴⁾	1,162,598	I	By Trust 2⁽⁵⁾
Common Stock								4,600,389	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)
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)
Forward Sale Contract (obligation to sell)	⁽²⁾	07/20/2012		J⁽¹⁾			18,600	07/20/2012	07/20/2012	Common Stock	18,600	$0.0000	0.0000	I	By Ltd. Partnership
Forward Sale Contract (obligation to sell)	⁽⁴⁾	07/20/2012		J⁽³⁾			65,825	07/20/2012	07/20/2012	Common Stock	65,825	$0.0000	0.0000	I	By Trust 2

Explanation of Responses:

1. On March 1, 2010, a family limited partnership of which the reporting person is a general and limited partner, Promerica L.P. ("Promerica"), entered into a trading plan intended to comply with the requirements of Rule 10b5-1 with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. On July 20, 2012, Promerica settled a prepaid variable contract originally entered into on July 20, 2010 through the delivery of 18,600 shares of the Issuer's common stock. At the initiation of the contract, the bank paid $77,845.19 to Promerica. See also footnote 2.

2. In accordance with the variable prepaid forward sale contract, when settled in shares the number of shares to be delivered to the bank at maturity depends on the market price per share at maturity, but may not exceed 18,600 shares. If the market price per share at maturity was equal to or less than the floor price of $6.0876 per share, Promerica would deliver 18,600 shares to the bank. If the market price per share at maturity was greater than the floor price, Promerica would deliver a fewer number of shares. The market price per share at maturity on July 20, 2012 was $5.38. Accordingly, Promerica transferred 18,600 shares of the Issuer's common stock to the bank.

3. On March 1, 2010, a family trust, of which the reporting person's spouse and brother are trustees and the reporting person's spouse and children are beneficiaries (the "Trust"), entered into a trading plan intended to comply with the requirements of Rule 10b5-1 with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. On July 20, 2012, the Trust settled a prepaid variable contract originally entered into on July 20, 2010 through the delivery of 65,825 shares of the Issuer's common stock. At the initiation of the contract, the bank paid $275,492.44 to the Trust. See also footnote 4.

4. In accordance with the variable prepaid forward sale contract, when settled in shares the number of shares to be delivered to the bank at maturity depends on the market price per share at maturity, but may not exceed 65,825 shares. If the market price per share at maturity was equal to or less than the floor price of $6.0876 per share, the Trust would deliver 65,825 shares to the bank. If the market price per share at maturity was greater than the floor price, the Trust would deliver a fewer number of shares. The market price per share at maturity on July 20, 2012 was $5.38. Accordingly, the Trust transferred 65,825 shares of the Issuer's common stock to the bank.

5. Shares held by a trust of which the reporting person's spouse and brother are trustees and the reporting person's spouse and children are beneficiaries.

	/s/ Conor Kilroy, Attorney-in-Fact	07/24/2012
	** 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).
** 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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