Michael P. Phalen Form 4 BOSTON SCIENTIFIC / Michael P. Phalen ownership change

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^*

Phalen Michael P.

(Last) (First) (Middle)

300 BOSTON SCIENTIFIC WAY

(Street)

MARLBOROUGH MA 01752-1234

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & President, MedSurg

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2017

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	11/10/2017		G	V	4,756	D	$0.0000	97,910(1)	D
Common Stock	11/29/2017		M(2)		15,500	A	$7.16	113,410(1)	D
Common Stock	11/29/2017		S(2)		15,500	D	$26.6614(3)	97,910(1)	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
Stock Option (Right to Buy)	$7.16	11/29/2017		M(2)			15,500	(4)	02/28/2021	Common Stock	15,500	$0.0000	15,835	D

Explanation of Responses:

1. Includes shares acquired under the Boston Scientific Global Employee Stock Purchase Plan based upon the most current data available.

2. The transactions reported in this Form 4 were effected pursuant to a pre-established Rule 10b5-1 trading plan.

3. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $26.6210 to $26.72, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Grant to the reporting person of an option to purchase a specified number of shares of common stock vesting in four equal annual installments beginning on February 28, 2012, the first anniversary of the date of grant.

	/s/ Vance R. Brown, Attorney-in-fact	11/30/2017
	** 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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