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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 | ||||||||
Forward Sale Contract (obligation to sell) | $ 0 (1) | 09/02/2010 | J(1) | 125,000 (2) (3) | 09/02/2011 | 09/02/2011 | Common Stock | 125,000 (2) (3) | $ 0 | 0 | I | By Ltd. Partnership |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NICHOLAS PETER M C/O BOSTON SCIENTIFIC CORP ONE BOSTON SCIENTIFIC PLACE NATICK, MA 01760-1537 |
X |
/s/ Vance R. Brown, Attorney-in-fact | 09/07/2010 | |
**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 August 26, 2009, a family limited partnership of which the reporting person is a general and limited partner, Promerica LP, entered into a Rule 10b5-1 trading plan with an unaffiliated bank to execute a series of variable prepaid forward sales contracts. On September 2, 2010, Promerica settled a prepaid variable contract originally entered into on September 2, 2009 with an unaffiliated commercial bank. At the initiation of the contract, the bank paid $1,105,682.57 to the reporting person. |
(2) | Under the contract reported on this form, Promerica was obligated to deliver to the bank up to 125,000 shares of the Issuer's common stock depending on the market price at maturity on September 2, 2011. In addition, if the market price per share was equal to or greater than $13.26 on the first anniversary of the contract date, the bank would be obligated to pay an additional amount, determined by the bank based on the stock price at the time, to the reporting person three business days after the first anniversary. If the market price per share on the first anniversary of the contract date was less than $13.26 the contract would then be terminated and the reporting person would deliver shares to the bank. |
(3) | If the market price per share upon an early termination was equal to or less than $11.0513 the reporting person would deliver 125,000 shares to the bank. If the market price per share upon an early termination was greater than $11.0513, the reporting person would deliver a fewer number of shares. The closing market price per share on September 2, 2010 was $5.31. Accordingly, Promerica transferred to the bank 125,000 shares of the Issuer's common stock. |
(4) | Sales reported on this form were transacted pursuant to a 105b-1 trading plan. |
(5) | The weighted average sales price reported as stock sales were aggregated for reporting purposes. The per share transaction price ranged from $5.31 to $5.13. The reporting person will provide, upon request from an appropriate party, the per share sales volumes and prices. |
(6) | Shares held by a trust of which the reporting person's spouse and brother are trustees and the reporting person's spouse and children are beneficiaries. |