Supratim Bose Form 4 BOSTON SCIENTIFIC / Supratim Bose 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^*

Bose Supratim

(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, Asia-Pacific

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)

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	02/28/2017		A		26,758(1)	A	$0.0000	313,535	D
Common Stock	02/28/2017		M		6,766	A	$0.0000(2)	320,301	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
Deferred Stock Units	(2)	02/28/2017		M			6,766	(3)	02/28/2018(3)	Common Stock	6,766	$0.0000	6,766	D
Deferred Stock Units	(2)	02/28/2017		A		12,219		(4)	02/28/2022(4)	Common Stock	12,219	$0.0000	12,219	D
Performance Share Units	(5)	02/28/2017		A		12,405(6)		12/31/2018(6)	12/31/2018(6)	Common Stock	12,405	$0.0000	12,405(6)	D
Stock Option (Right to Buy)	$24.55	02/28/2017		A		39,525		(7)	02/28/2027	Common Stock	39,525	$0.0000	39,525	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. 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.

4. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2018, the first anniversary of the date of grant.

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

6. 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 vest in whole upon the completion of the individual service period that ends on December 31, 2018.

7. 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, 2018, the first anniversary of the date of grant.

	/s/ Vance R. Brown, Attorney-in-fact	03/01/2017
	** Signature of Reporting Person	Date
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