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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) | (4) | 08/26/2010 | J(4) | 18,277 (5) | 08/27/2012 | 08/27/2012 | Common Stock | 18,277 | $ 0 | 18,277 | I | By Ltd. Partnership | |||
| Forward Sale Contract (obligation to sell) | (6) | 08/26/2010 | J(7) | 65,724 (8) | 08/27/2012 | 08/27/2012 | Common Stock | 65,724 | $ 0 | 65,724 | I | By Trust 2 (3) | |||
| 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 |
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| /s/ Michelle K. Gewandter, Attorney-in-fact | 08/30/2010 | |
| **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) | Sales reported on this form were transacted pursuant to a 10b5-1 trading plan. |
| (2) | The weighted average sales price is reported as stock sales were aggregated for reporting purposes. The per share transaction price ranged from $5.47 to $5.32. The reporting person will provide, upon request from an appropriate party, the per share sales volumes and prices. |
| (3) | 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. |
| (4) | On March 1, 2010, a family limited partnership of which the reporting person is a general and limited partner, Promerica L.P., entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, Promerica will deliver to the bank up to 18,277 shares of the Issuer's common stock depending on market prices at maturity on August 27, 2012. If the market price per share at maturity is equal to or less than the floor price of $5.3650 per share, Promerica will deliver 18,277 shares to the bank. If the market price per share at maturity is greater than the floor price, Promerica will deliver a fewer number of shares. In exchange, the bank is obligated to pay $66,678.15 to Promerica two business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. |
| (5) | Promerica pledged 18,277 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. The reporting person disclaims beneficial ownership of this stock except to the extent of his pecuniary interest. |
| (6) | On March 1, 2010, a family trust, of which the reporting person's spouse and brother are trustees and the reporting person's spouse and children are beneficiaries, entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, the trust will deliver to the bank up to 65,724 shares of the Issuer's common stock depending on market prices at maturity on August 27, 2012. If the market price per share at maturity is equal to or less than the floor price of $5.3650 per share, the trust will deliver 65,724 shares to the bank. If the market price per share at maturity is greater than the floor price, the trust will deliver a fewer number of shares. In exchange, the bank is obligated to pay $239,774.30 to the trust two business days after the date of the contract. |
| (7) | At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. |
| (8) | The family trust pledged 65,724 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. |