Starks Daniel J Form 4 ST JUDE MEDICAL / DANIEL J STARKS 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^*

STARKS DANIEL J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2016

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	12/17/2016		M		10,108	A	(1)	6,309,529	D
Common Stock	12/17/2016		F		4,335(2)	D	$79.2	6,305,194	D
Common Stock	12/17/2016		M		9,693	A	(1)	6,314,887	D
Common Stock	12/17/2016		F		4,157(3)	D	$79.2	6,310,730	D
Common Stock	12/17/2016		M		9,158	A	(1)	6,319,888	D
Common Stock	12/17/2016		F		3,927(4)	D	$79.2	6,315,961	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)	12/17/2016		M			10,108	12/17/2013(5)	(1)	Common Stock	10,108	$0	0	D
Restricted Stock Units	(1)	12/17/2016		M			9,693	12/17/2014(5)	(1)	Common Stock	19,385	$0	9,693	D
Restricted Stock Units	(1)	12/17/2016		M			9,158	12/17/2015(5)	(1)	Common Stock	27,474	$0	18,316	D

Explanation of Responses:

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

2. 10,108 shares of restricted stock vested on December 17, 2016. 4,335 shares were used to pay taxes and 5,773 shares were released.

3. 9,693 shares of restricted stock vested on December 17, 2016. 4,157 shares were used to pay taxes and 5,536 shares were released.

4. 9,158 shares of restricted stock vested on December 17, 2016. 3,927 shares were used to pay taxes and 5,231 shares were released.

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

	/s/ Kashif Rashid, Attorney in Fact	12/20/2016
	** 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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