Joseph Michael Fitzgerald Form 4 BOSTON SCIENTIFIC / Joseph Michael Fitzgerald 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^*

Fitzgerald Joseph Michael

(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, Rhythm Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020

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	02/07/2020		G	V	695	D	$0.0000	208,746	D
Common Stock	02/07/2020		G(1)	V	2,085	D	$0.0000	206,661	D
Common Stock	02/14/2020		A		29,723(2)	A	$0.0000	236,384	D
Common Stock	02/14/2020		F		14,669	D	$42.31	221,715	D
Common Stock	02/15/2020		M		4,614	A	$0.0000(3)	226,329	D
Common Stock	02/15/2020		F		2,278	D	$42.31	224,051	D
Common Stock	02/07/2020		G(1)	V	2,085	A	$0.0000	6,777(4)	I	By Children
Common Stock								68,400(5)	I	By 401(k)

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
Deferred Stock Units	(3)	02/15/2020		M			4,614	(6)	02/15/2023(6)	Common Stock	4,614	$0.0000	13,843	D

Explanation of Responses:

1. This transaction involved a gift of securities by the reporting person to his children, who share reporting person's household.

2. On March 3, 2017, the reporting person was awarded a target number of performance share units under the Company's 2017 Total Shareholder Return Performance Share Program, the actual number of which to be earned by the reporting person would be based on the Company's total shareholder return performance percentile relative to that of the other companies in the S&P 500 Healthcare Index over the three annual performance cycles comprising the three-year period ended December 31, 2019 and subject to the completion of the concurrent three-year individual service period. On February 14, 2020, the number of the target performance share units as to which the performance criteria had been satisfied was determined and the individual service period was satisfied.

3. Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.

4. Balance reflects gifts made in 2018, 2019, and 2020 to certain of the reporting person's children that, as of the date of this report, share his household. The reporting person disclaims beneficial ownership of the shares held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or for any other purpose.

5. Balance reflects the most current data available with regard to share holdings in the Company's 401(k) Retirement Savings Plan.

6. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 15, 2019, the first anniversary of the date of grant.

	/s/ Scott G. Hodgdon, Attorney-in-Fact	02/18/2020
	** 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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