Jeff Dallager Form 4 ST JUDE MEDICAL / Jeff Dallager 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^*

Dallager Jeff

(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)
VP and Corporate Controller

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		541	A	(1)	4,968(2)	D
Common Stock	12/17/2015		F		182(3)	D	$61.06	4,786	D
Common Stock	12/17/2015		M		678	A	(1)	5,464	D
Common Stock	12/17/2015		F		228(4)	D	$61.06	5,236	D
Common Stock	12/17/2015		M		1,472	A	(1)	6,708	D
Common Stock	12/17/2015		F		495(5)	D	$61.06	6,213	D
Common Stock	12/17/2015		M		557	A	(1)	6,770	D
Common Stock	12/17/2015		F		188(6)	D	$61.06	6,582	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			541	12/17/2012(7)	(1)	Common Stock	541	$0	0	D
Restricted Stock Units	(1)	12/17/2015		M			678	12/17/2013(7)	(1)	Common Stock	1,356	$0	678	D
Restricted Stock Units	(1)	12/17/2015		M			1,472	12/17/2014(7)	(1)	Common Stock	4,416	$0	2,944	D
Restricted Stock Units	(1)	12/17/2015		M			557	12/17/2015(7)	(1)	Common Stock	2,228	$0	1,671	D

Explanation of Responses:

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

2. Includes 383 additional shares acquired through the Company Employee Stock Purchase Plan on 7/31/15.

3. 541 shares of restricted stock vested on December 17, 2015. 182 shares were used to pay taxes and 359 shares were released.

4. 678 shares of restricted stock vested on December 17, 2015. 228 shares were used to pay taxes and 450 shares were released.

5. 1,472 shares of restricted stock vested on December 17, 2015. 495 shares were used to pay taxes and 977 shares were released.

6. 557 shares of restricted stock vested on December 17, 2015. 188 shares were used to pay taxes and 369 shares were released.

7. 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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