0001179110-17-000576.txt : 20170106 0001179110-17-000576.hdr.sgml : 20170106 20170106130114 ACCESSION NUMBER: 0001179110-17-000576 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170104 FILED AS OF DATE: 20170106 DATE AS OF CHANGE: 20170106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL, LLC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6517562000 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 FORMER COMPANY: FORMER CONFORMED NAME: ST JUDE MEDICAL INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zurbay Donald CENTRAL INDEX KEY: 0001341608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12441 FILM NUMBER: 17513579 MAIL ADDRESS: STREET 1: C/O ST. JUDE MEDICAL, INC. STREET 2: ONE ST JUDE MEDICAL DRIVE CITY: ST. PAUL STATE: MN ZIP: 55117 4 1 edgar.xml FORM 4 - X0306 4 2017-01-04 1 0000203077 ST JUDE MEDICAL, LLC STJ 0001341608 Zurbay Donald ONE ST. JUDE MEDICAL DRIVE ST. PAUL MN 55117 0 1 0 0 VP Finance and CFO Common Stock 2017-01-04 4 D 0 26075 D 0 D Stock Options (Right to Buy) 41.65 2017-01-04 4 D 0 30000 D 2011-12-14 2018-12-14 Common Stock 30000 0 D Stock Options (Right to Buy) 34.96 2017-01-04 4 D 0 42664 D 2012-12-17 2019-12-12 Common Stock 42664 0 D Stock Options (Right to Buy) 35.27 2017-01-04 4 D 0 74664 D 2013-12-17 2020-12-10 Common Stock 74664 0 D Stock Options (Right to Buy) 59.41 2017-01-04 4 D 0 78212 D 2014-12-17 2021-12-10 Common Stock 78212 0 D Restricted Stock Units 2017-01-04 4 D 0 2346 D Common Stock 2346 0 D Stock Options (Right to Buy) 69.08 2017-01-04 4 D 0 76440 D 2015-12-17 2022-12-08 Common Stock 76440 0 D Restricted Stock Units 2017-01-04 4 D 0 4342 D Common Stock 4342 0 D Stock Options (Right to Buy) 61.62 2017-01-04 4 D 0 101864 D 2016-12-17 2023-12-07 Common Stock 101864 0 D Restricted Stock Units 2017-01-04 4 D 0 8112 D Common Stock 8112 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2016, by and among Abbott Laboratories ("Abbott"), the Issuer, Vault Merger Sub, Inc. and Vault Merger Sub, LLC (the "Merger Agreement"), each share of Issuer Common Stock was cancelled in exchange for $46.75 in cash and 0.8708 of a share of Abbott Common Stock (the "Merger Consideration"), less any applicable withholding taxes, and provided that cash is payable in respect of any fractional shares of Abbott stock. Pursuant to the terms of the Merger Agreement, each option that was fully vested and exercisable immediately prior to the Mergers was deemed exercised pursuant to a cashless exercise and settled by issuance of a number of shares of Issuer Common Stock ("Net Exercise Shares") equal to the excess (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (i) the number of Issuer shares of Common Stock subject to such option immediately prior to the Mergers over (ii) the number of whole and partial (computed to the nearest four decimal places) Issuer shares of Common Stock that, when multiplied by the Company equity plan-defined FMV, is equal to the aggregate exercise price of the exercised options. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes. Each option provided for vesting in four equal installments on December 17 commencing on the date shown in the table. Pursuant to the Merger Agreement, the vested options were treated as set forth in note (2). The unvested options were assumed by Abbott and converted into an option to acquire the number of shares of Abbott Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such option immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Abbott stock equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the shares of Issuer Common Stock subject to such option immediately prior to the Mergers divided by (B) the Stock Award Exchange Ratio. Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Abbott and converted into restricted stock units for the number of shares of Abbott Common Stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such restricted stock unit immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio. /s/ Kashif Rashid, Attorney in Fact 2017-01-06