0001179110-17-000609.txt : 20170106 0001179110-17-000609.hdr.sgml : 20170106 20170106134413 ACCESSION NUMBER: 0001179110-17-000609 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: ESSIG STUART CENTRAL INDEX KEY: 0001187574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12441 FILM NUMBER: 17513709 MAIL ADDRESS: STREET 1: 311 C ENTERPRISE DRIVE CITY: PLAINSBORO STATE: NJ ZIP: 08536 4 1 edgar.xml FORM 4 - X0306 4 2017-01-04 1 0000203077 ST JUDE MEDICAL, LLC STJ 0001187574 ESSIG STUART ONE ST. JUDE MEDICAL DRIVE ST. PAUL MN 55117 1 0 0 0 Common Stock 2017-01-04 4 D 0 48777 D 0 D Stock Options (Right to Buy) 36.45 2017-01-04 4 D 0 10000 D 2009-11-08 2017-05-08 Common Stock 10000 0 D Stock Options (Right to Buy) 36.45 2017-01-04 4 D 0 2250 D 2009-11-08 2017-05-08 Common Stock 2250 0 D Stock Options (Right to Buy) 37.15 2017-01-04 4 D 0 10000 D 2010-11-07 2018-05-07 Common Stock 10000 0 D Stock Options (Right to Buy) 37.15 2017-01-04 4 D 0 600 D 2010-11-07 2018-05-07 Common Stock 600 0 D Stock Options (Right to Buy) 52.17 2017-01-04 4 D 0 9700 D 2011-11-12 2019-05-12 Common Stock 9700 0 D Stock Options (Right to Buy) 38.51 2017-01-04 4 D 0 10000 D 2012-11-03 2020-05-03 Common Stock 10000 0 D Stock Options (Right to Buy) 38.51 2017-01-04 4 D 0 5400 D 2012-11-03 2020-05-03 Common Stock 5400 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 Merger Agreement, each option that was fully vested and exercisable immediately prior to the mergers contemplated by the Merger Agreement (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 shares of Issuer 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) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes. /s/ Kashif Rashid, Attorney in Fact 2017-01-06