| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BOSTON SCIENTIFIC CORP [ BSX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/28/2017 | A | 22,934(1) | A | $0.0000 | 105,384 | D | |||
| Common Stock | 02/28/2017 | M | 4,736 | A | $0.0000(2) | 110,120 | D | |||
| Common Stock | 02/28/2017 | F | 11,955 | D | $24.55 | 98,165 | D | |||
| Common Stock | 02/28/2017 | S | 30,000 | D | $24.6378(3) | 68,165 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 02/28/2017 | M | 4,736 | (4) | (4) | Common Stock | 4,736 | $0.0000 | 4,736(5) | D | ||||
| Performance Share Units | (6) | 02/28/2017 | A | 9,923(7) | 12/31/2018(7) | 12/31/2018(7) | Common Stock | 9,923 | $0.0000 | 9,923(7) | D | ||||
| Explanation of Responses: |
| 1. On February 24, 2014, the reporting person was awarded a target number of performance share units under the Company's 2014 Total Shareholder Return Performance Share Program, the actual number of which to be earned by the reporting person was 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, 2016 and was subject to the completion of the concurrent three-year individual service period. On February 28, 2017, 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. |
| 2. Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock. |
| 3. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $24.625 to $24.68, 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. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2014, the first anniversary of the date of grant. |
| 5. Reflects multiple DSU awards with independent vesting schedules. |
| 6. Each performance share unit represents the Company's commitment to issue one share of Boston Scientific common stock. |
| 7. On February 22, 2016, the reporting person was awarded a target number of performance share units under the Company's 2016 Free Cash Flow Performance Share Program, the actual number of which to be earned by the reporting person based on the Company's 2016 adjusted free cash flow measured against its 2016 financial plan over the one-year performance period ending December 31, 2016 and subject to the completion of a three-year individual service period (inclusive of the performance period). On February 28, 2017, the number of the target performance share units as to which the performance criteria had been satisfied was determined. The performance share units so determined will be prorated and released following retirement. |
| /s/ Vance R. Brown, Attorney-in-fact | 03/02/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
