-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbfX9KC0UnPid47l7ECf4X00PnU36ALlYzk0I7mOKjHGWVSxXuKr78NLiC+vYJwX JOUzEaIpkMIHxpsVO2ebxA== 0001225208-10-014912.txt : 20100609 0001225208-10-014912.hdr.sgml : 20100609 20100609160242 ACCESSION NUMBER: 0001225208-10-014912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100607 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON SCIENTIFIC CORP CENTRAL INDEX KEY: 0000885725 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042695240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 01760-1537 BUSINESS PHONE: 5086508000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NICHOLAS PETER M CENTRAL INDEX KEY: 0000901458 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11083 FILM NUMBER: 10887278 MAIL ADDRESS: STREET 1: C/O BOSTON SCIENTIFIC CORPORATION STREET 2: ONE BOSTON SCIENTIFIC PLACE CITY: NATICK STATE: MA ZIP: 01760-1537 4 1 doc4.xml X0303 4 2010-06-07 0000885725 BOSTON SCIENTIFIC CORP BSX 0000901458 NICHOLAS PETER M ONE BOSTON SCIENTIFIC PLACE NATICK MA 01760-1537 1 Common Stock 2010-06-07 4 S 0 25000 5.6489 D 8631021 I By Ltd. Partnership Common Stock 9212125 D Common Stock 2413088 I By Trust 2 Forward Sale Contract (obligation to sell) 2010-06-07 4 J 0 237240 0 A 2012-06-07 2012-06-07 Common Stock 237240 237240 D Forward Sale Contract (obligation to sell) 2010-06-07 4 J 0 18600 0 A 2012-06-07 2012-06-07 Common Stock 18600 18600 I By Ltd. Partnership Forward Sale Contract (obligation to sell) 2010-06-07 4 J 0 65825 0 A 2012-06-07 2012-06-07 Common Stock 65825 65825 I By Trust 2 Sales reported on this form were transacted pursuant to a 10b5-1 trading plan. The weighted average sales price is reported as stock sales were aggregated for reporting purposes. The per share transaction price ranged from $5.68 to $5.59. The reporting person will provide, upon request from an appropriate party, the per share sales volumes and prices. 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. On March 1, 2010, the reporting person entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, the reporting person will deliver to the bank up to 237,240 shares of the Issuer's common stock depending on market prices at maturity on June 7, 2012. If the market price per share at maturity is equal to or less than the floor price of $5.66 per share, the reporting person will deliver 237,240 shares to the bank. If the market price per share at maturity is greater than the floor price, the reporting person will deliver a fewer number of shares. In exchange, the bank is obligated to pay $901,675.70 to the reporting person two business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. The reporting person pledged 237,240 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. On March 1, 2010, a family limited partnership of which the reporting person is a general and limited partner, Promerica L.P., entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, Promerica will deliver to the bank up to 18,600 shares of the Issuer's common stock depending on market prices at maturity on June 7, 2012. If the market price per share at maturity is equal to or less than the floor price of $5.66 per share, Promerica will deliver 18,600 shares to the bank. If the market price per share at maturity is greater than the floor price, Promerica will deliver a fewer number of shares. In exchange, the bank is obligated to pay $70,692.83 to Promerica two business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. Promerica pledged 18,600 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. The reporting person disclaims beneficial ownership of this stock except to the extent of his pecuniary interest. 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, entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, the trust will deliver to the bank up to 65,825 shares of the Issuer's common stock depending on market prices at maturity on June 7, 2012. If the market price per share at maturity is equal to or less than the floor price of $5.66 per share, the trust will deliver 65,825 shares to the bank. If the market price per share at maturity is greater than the floor price, the trust will deliver a fewer number of shares. In exchange, the bank is obligated to pay $250,180.42 to the trust two business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. The family trust pledged 65,825 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. pmspoa2010.TXT /s/ Ann C. Brachman, Attorney-in-Fact 2010-06-09 EX-24 2 pmspoa2010.txt POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Timothy A. Pratt, Vance R. Brown, Anne M. Thompson, Michelle Gewandter and Nancy Glasheen signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of Boston Scientific Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of the Company, Forms 144 in accordance with Rule 144 of the Securities Exchange Act of 1933, as amended and the rules and regulations thereunder; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Forms 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of June, 2010. /s/ Pete M. Nicholas Pete M. Nicholas -----END PRIVACY-ENHANCED MESSAGE-----