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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy) | $ 28.5 | 01/04/2017 | A | 77,739 | (6)(7) | 12/10/2021 | Common shares without par value | 77,739 | (6) | 77,739 | D | ||||
| Option (right to buy) | $ 33.14 | 01/04/2017 | A | 150,737 | (6)(8) | 12/08/2022 | Common shares without par value | 150,737 | (6) | 150,737 | D | ||||
| Option (right to buy) | $ 29.56 | 01/04/2017 | A | 545,573 | (6)(9) | 12/07/2023 | Common shares without par value | 545,573 | (6) | 545,573 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROUSSEAU MICHAEL T 100 ABBOTT PARK ROAD ABBOTT PARK, IL 60064-6400 |
Pres., Cardiovasc. & Neuromod. | |||
| /s/ John A. Berry, by power of attorney for Michael T. Rousseau | 01/06/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On January 4, 2017, Abbott Laboratories ("Abbott") acquired St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the Agreement and Plan of Merger by and among Abbott, St. Jude Medical, Vault Merger Sub, Inc. and Vault Merger Sub, LLC dated as of April 27, 2016 (the "Merger Agreement"). Upon the First Effective Time (as defined in the Merger Agreement), each outstanding St. Jude Medical common share (other than certain shares identified in the Merger Agreement) was converted into the right to receive (a) $46.75 in cash, without interest, and (b) 0.8708 common shares of Abbott. |
| (2) | Pursuant to terms of the Merger Agreement, at the First Effective Time, each vested St. Jude Medical stock option was deemed exercised pursuant to a cashless exercise and deemed settled by issuance of a number of St. Jude Medical shares equal to the difference (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (a) the number of St. Jude Medical common shares subject to such surrendered St. Jude Medical option as of immediately prior to the First Effective Time minus (b) the number of whole and partial (computed to the nearest four decimal places) St. Jude Medical common shares that, when multiplied by $80.82 (the closing price of a St. Jude Medical common share on January 4, 2017), is equal to the aggregate exercise price of such surrendered St. Jude Medical option. (Continued in footnote 3). |
| (3) | Such St. Jude Medical common shares were then canceled and converted into the right to receive the merger consideration with respect to each St. Jude Medical common share issued in respect of the stock option, less any applicable withholding taxes. |
| (4) | Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical restricted stock unit award was canceled and converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to such St. Jude Medical award (except that, subject to the holder's continued employment, the award will fully vest to the extent unvested on the second anniversary of the First Effective Time), that is settleable with respect to a number of Abbott common shares equal to the product (rounded to the nearest whole share) of (a) the number of St. Jude Medical shares subject to such award multiplied by (b) 2.0850 (the "Stock Award Exchange Ratio"). |
| (5) | 37,204 restricted stock units are scheduled to vest on December 17, 2017 and will be settled promptly thereafter, 27,876 restricted stock units are scheduled to vest on December 17, 2018 and will be settled promptly thereafter, and 19,314 restricted stock units are scheduled to vest on January 4, 2019 and will be settled December 17, 2019. |
| (6) | Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical stock option was canceled and converted into an option to acquire, on substantially the same terms and conditions (except that, subject to the holder's continued employment, the option will fully vest to the extent unvested on the second anniversary of the First Effective Time), a number of Abbott common shares equal to the product (rounded down to the nearest whole share) of (a) the number of St. Jude Medical common shares subject to such option multiplied by (b) the Stock Award Exchange Ratio, at an exercise price per Abbott common share equal to the quotient (rounded up to the nearest whole cent) of (i) the per share exercise price for the St. Jude Medical common shares subject to such assumed option as of immediately prior to the First Effective Time divided by (ii) the Stock Award Exchange Ratio. |
| (7) | These options are scheduled to vest on December 17, 2017. |
| (8) | 75,368 options are scheduled to vest on December 17, 2017 and 75,369 options are scheduled to vest on December 17, 2018. |
| (9) | 181,857 options are scheduled to vest on December 17, 2017, 181,857 options are scheduled to vest on December 17, 2018 and 181,859 options are scheduled to vest on January 4, 2019. |