Becker Joel Form 4 ST JUDE MEDICAL / Joel Becker 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^*

Becker Joel

(Last) (First) (Middle)

ONE ST. JUDE MEDICAL DRIVE

(Street)

ST. PAUL MN 55117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ST JUDE MEDICAL INC [ STJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

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	12/17/2015		M		2,164	A	(1)	3,139	D
Common Stock	12/17/2015		F		908(2)	D	$61.06	2,231	D
Common Stock	12/17/2015		M		2,350	A	(1)	4,581	D
Common Stock	12/17/2015		F		986(3)	D	$61.06	3,595	D
Common Stock	12/17/2015		M		1,464	A	(1)	5,059	D
Common Stock	12/17/2015		F		615(4)	D	$61.06	4,444	D
Common Stock	12/17/2015		M		1,342	A	(1)	5,786	D
Common Stock	12/17/2015		F		563(5)	D	$61.06	5,223	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
Restricted Stock Units	(1)	12/17/2015		M			2,164	12/17/2012(6)	(1)	Common Stock	2,164	$0	0	D
Restricted Stock Units	(1)	12/17/2015		M			2,350	12/17/2013(6)	(1)	Common Stock	4,700	$0	2,350	D
Restricted Stock Units	(1)	12/17/2015		M			1,464	12/17/2014(6)	(1)	Common Stock	4,392	$0	2,928	D
Restricted Stock Units	(1)	12/17/2015		M			1,342	12/17/2015(6)	(1)	Common Stock	5,368	$0	4,026	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. 2,164 shares of restricted stock vested on December 17, 2015. 908 shares were used to pay taxes and 1,256 shares were released.

3. 2,350 shares of restricted stock vested on December 17, 2015. 986 shares were used to pay taxes and 1,364 shares were released.

4. 1,464 shares of restricted stock vested on December 17, 2015. 615 shares were used to pay taxes and 849 shares were released.

5. 1,342 shares of restricted stock vested on December 17, 2015. 563 shares were used to pay taxes and 779 shares were released.

6. The restricted stock units will vest 25% on December 17th annually beginning the date shown.

	/s/ Kashif Rashid, Attorney in Fact	12/21/2015
	** 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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