Harris Taylor C. Form 4 THORATEC / Taylor C. Harris 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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X

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^*

Harris Taylor C.

(Last) (First) (Middle)

6035 STONERIDGE DRIVE

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
THORATEC CORP [ THOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2015

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	10/02/2015		G		16,857	D	$0.00	36,742	D
Common Stock	10/08/2015		A		24,798(1)	A	$0.00	61,540	D
Common Stock	10/08/2015		D		61,540	D	$63.5	0	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
Non-Qualified Stock Options (Right to Buy)	$33.16	10/08/2015		D			10,000	(2)	03/15/2020	Common Stock	10,000	$30.34(2)	0	D
Non-Qualified Stock Options (Right to Buy)	$27.3	10/08/2015		D			5,775	(2)	03/01/2021	Common Stock	5,775	$36.2(2)	0	D
Non-Qualified Stock Options (Right to Buy)	$33.99	10/08/2015		D			6,447	(3)	03/09/2022	Common Stock	6,447	$29.51(3)	0	D
Non-Qualified Stock Options (Right to Buy)	$34.5	10/08/2015		D			7,687	(4)	10/15/2022	Common Stock	7,687	$29(4)	0	D
Non-Qualified Stock Options (Right to Buy)	$35.68	10/08/2015		D			28,335	(5)	03/07/2023	Common Stock	28,335	$27.82(5)	0	D
Non-Qualified Stock Options (Right to Buy)	$35	10/08/2015		D			30,510	(6)	03/17/2024	Common Stock	30,510	$28.5(6)	0	D

Explanation of Responses:

1. Represents time based vesting Restricted Stock Units ("RSUs") issued upon the settlement of Performance Share Units ("PSUs") of the Issuer. The PSUs were accelerated in full (with performance-based conditions for such units treated as having been obtained at the "maximum" level), and, immediately thereafter, vesting of the underlying RSUs were accelerated in full immediately prior to the Issuer's merger with St. Jude Medical, Inc., a Minnesota corporation.

2. This option, which is fully vested and exercisable, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.

3. This option, which provided for vesting in four equal annual installments commencing one year after March 9, 2012, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.

4. This option, which provided for vesting in four equal annual installments commencing one year after October 15, 2012,was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.

5. This option, which provided for vesting in four equal annual installments commencing one year after March 7, 2013, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.

6. This option, which provided for vesting in four equal annual installments commencing one year after March 17, 2014, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.

Remarks:

	/s/ Kashif Rashid, Attorney-In-Fact	10/08/2015
	** Signature of Reporting Person	Date
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