0001242914-14-000001.txt : 20140429
0001242914-14-000001.hdr.sgml : 20140429
20140429130036
ACCESSION NUMBER: 0001242914-14-000001
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20140429
DATE AS OF CHANGE: 20140429
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: STRYKER CORP
CENTRAL INDEX KEY: 0000310764
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 381239739
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-31990
FILM NUMBER: 14792733
BUSINESS ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
BUSINESS PHONE: 2693892600
MAIL ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STRYKER RONDA E
CENTRAL INDEX KEY: 0001242914
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 2825 AIRVIEW BLVD
CITY: KALAMAZOO
STATE: MI
ZIP: 49002
SC 13D/A
1
RES13D.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
STRYKER CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
863667 10 1
(CUSIP Number)
Ronda E. Stryker
Greenleaf Trust
211 South Rose Street
Kalamazoo, Michigan 49007
(269) 553-6948
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. Names of Reporting Persons. ......Ronda E. Stryker
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ?
(b) ?
3. SEC Use Only
4. Source of Funds (See Instructions) N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization United States of America
7. Sole Voting Power 11,492,181
Number of
Shares Bene- 8. Shared Voting Power 17,275,768
ficially
Owned by Each 9. Sole Dispositive Power 11,492,181
Reporting
Person With: 10. Shared Dispositive Power 17,275,768
11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,767,949
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)?
13. Percent of Class Represented by Amount in Row (11) 7.6%
14. Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is common stock, par value $0.10 per share ("Common Shares"), of Stryker
Corporation, a Michigan corporation ("Company"). The address of the principal
executive office of the Company is 2825 Airview Boulevard, Kalamazoo, Michigan
49002.
Item 2. Identity and Background
(a)-(c) This statement is being filed by Ronda E. Stryker. Ronda E.
Stryker's business address is c/o Greenleaf Trust, 211 South Rose Street,
Kalamazoo, Michigan 49007. Ronda E. Stryker's present principal occupation or
employment is Vice Chair and a director of Greenleaf Trust, a bank, Vice Chair
and trustee of Spelman College, and a trustee of Kalamazoo College and the
Kalamazoo Community Foundation. She is also a director of the Company, the
granddaughter of the founder of the Company and the daughter of a former
President of the Company.
(d)-(e) During the past five years, Ronda E. Striker (i) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Ronda E. Stryker is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule is being amended to report the adoption by Ronda E. Stryker
of a Rule 10b5-1 plan governing shares that were previously reported as owned by
Ronda E. Stryker on Schedule 13D. No funds were used in making the acquisitions
giving rise to this amendment to Schedule 13D.
Item 4. Purpose of Transaction
This Schedule is being amended to report the adoption by Ronda E. Stryker
of a Rule 10b5-1 plan governing shares that were previously reported as owned by
Ronda E. Stryker on Schedule 13D. On April 28, 2014, Ronda E. Stryker entered
into a Rule 10b5-1 Sales Trading Plan ("Plan") with Raymond James & Associates,
Inc. A copy of the Plan agreement is attached as Exhibit 1 to this amendment of
Schedule 13D. The price term under the Plan is market value. Sales pursuant to
the Plan may begin as early as May 28, 2014. The Plan terminates on the earlier
of December 31, 2014 or such time as the aggregate, net sales proceeds received
pursuant to the Plan (i.e., aggregate proceeds minus sale expenses and
commissions) reaches $100 million. (based on 7000 shares per day)
Apart from the Plan described above, Ronda E. Stryker intends to evaluate
on an ongoing basis her investment in the Company and her options with respect
to such investment. Ronda E. Stryker and her husband may, from time to time,
acquire additional Common Shares (1) by the exercise or additional vesting of
options, (2) by the grant of additional options or other equity awards by the
Company or (3) from time to time for investment purposes if market conditions
are favorable, in the open market, in privately negotiated transactions or
otherwise. Ronda E. Stryker and her husband may also dispose of some or all of
the Company's Common Shares that they beneficially own, periodically, by public
or private sale (registered or unregistered and with or without the simultaneous
sale of newly-issued Common Shares by the Company), gift, expiration of options,
forfeiture of restricted shares or otherwise, including, without limitation,
sales of Common Shares pursuant to Rule 144 under the Securities Act of 1933, as
amended, or otherwise. Ronda E. Stryker and her husband reserve the right not
to acquire Common Shares at any given time and not to dispose of all or part of
Common Shares they may own at any given time if they determine such acquisition
or disposal is not in their best interests at the time in question.
Other than as described above, Ronda E. Stryker does not have any current
plans or proposals which relate to, or would result in, (a) any acquisition or
disposition of securities of the Company, (b) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (c) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (d) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Board, (e) any material change in the Company's present
capitalization or dividend policy, (f) any other material change in the
Company's business or corporate structure, (g) any change in the Company's
articles of incorporation or bylaws or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of the Company's
equity securities becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of Common Shares
beneficially owned by Ronda E. Stryker as of April 28, 2014 are as follows:
Number Percent
Ronda E. Stryker 28,767,949 (1) 7.6% (2)
(1) The shares shown above as beneficially owned by Ronda E. Stryker
comprise (1) 174,605 Common Shares owned directly by Ronda E. Stryker, (2)
57,894 Common Shares that Ronda E. Stryker has the right to acquire within 60
days of February 28, 2014 upon the exercise of options granted to her by the
Company, as more specifically described below ("Option Shares"), (3) 11,259,682
shares held by her in her revocable trust, of which trust she is the sole
trustee and beneficiary during her lifetime, (4) 40,000 Common Shares owned by
her husband, William D. Johnston, and over which she may be deemed to share
voting and investment power, (5) 17,207,398 Common Shares held in the separate
subtrust of the L. Lee Stryker Trust dated September 10, 1974 created for the
benefit of Ronda E. Stryker and her issue ("LLS Subtrust"), over which Subtrust
Ronda E. Stryker may be deemed to share voting and investment power, as
described below, and (6) 28,370 Common Shares owned by the Stryker Johnston
Foundation, a Michigan non-profit corporation ("Foundation"), of which Ronda E.
Stryker, her husband and her children are the trustees.
(2) Based on the 377,870,936 Common Shares reported as outstanding as of
January 31, 2014 in the Company's Form 10-K dated February 13, 2014.
Ronda E. Stryker has been granted the following options to purchase Common
Shares under the Company's stock option plans:
Percent
Vested at
Date of Number ExerciseMarch 1 Number Vesting
Grant Shares Price 2014 Vested Schedule
04/22/05 8,000 $48.27 100% 8,000 One-fifth a year
starting 04/22/06
02/07/06 8,500 $46.85 100% 8,500 One-fifth a year
starting 02/07/07
02/14/07 7,700 $62.65 100% 7,700 One-fifth a year
starting 02/14/08
02/12/08 7,400 $67.80 100% 7,400 One-fifth a year
starting 02/12/09
02/10/09 12,375 $42.00 100% 12,375 One-fifth a year
starting 02/10/10
02/23/10 9,995 $53.09 80% 7,996 One-fifth a year
starting 02/23/11
02/09/11 4,735 $59.70 60% 2,841 One-fifth a year
starting 02/09/12
02/21/12 4,945 $53.60 40% 1,978 One-fifth a year
starting 02/21/13
02/13/13 5,520 $64.01 10% 1,104 One-fifth a year
starting 02/13/14
2/12/14 4,355 $81.14 0% 0 One-fifth a year
Starting 02/12/15
Total 73,525 57,894
The vesting of the unvested options described above will increase Ronda E.
Stryker's beneficial ownership of Common Shares. If the above options were
fully vested, Ronda E. Stryker would beneficially own 28,767,949 Common Shares,
or 7.6% of the outstanding Common Shares.
(b) Ronda E. Stryker has sole voting and investment power over
11,492,181 Common Shares reported above as beneficially owned by her and held by
her either directly, in her revocable trust or subject to options exercisable by
her.
William D. Johnston is Ronda E. Stryker's husband. As a result, Ronda E.
Stryker may be deemed to share voting and investment power over the Common
Shares held by William D. Johnston.
Ronda E. Stryker has a special power of appointment over the Company's
Common Shares held in the LLS Subtrust and the power to change the trustee of
that Subtrust. As a result she may be deemed to share voting and dispositive
power over the Common Shares held in the LLS Subtrust. The LLS Subtrust is
administered by Greenleaf Trust, a state chartered bank marketing fiduciary
services to the general public. Ronda E. Stryker is a shareholder and director
of Greenleaf Trust. Ronda E. Stryker's husband, William D. Johnston, is the
controlling shareholder of Greenleaf Trust.
Greenleaf Trust holds Common Shares in its fiduciary capacity on behalf
of various trust and investment management customers, some of whom have the
right to receive, or the power to direct the receipt of, dividends from or the
proceeds from the sale of these securities. Including the shares held in the
LLS Subtrust, Greenleaf Trust has sole voting and dispositive power over
648,739 Common Shares held in accounts over which it has discretionary
management power, and 29,411,664 Common Shares held in trusts over which it
shares voting or dispositive power with co-trustees or beneficiaries, for a
total of 30,060,403 Common Shares, or 7.9% of the outstanding Common Shares.
Except for the Common Shares held in the LLS Subtrust, Ronda E. Stryker
specifically disclaims beneficial ownership of, and this Schedule 13D does not
report, shares held by Greenleaf Trust in accounts over which Ronda E. Stryker
possesses neither fiduciary discretion nor powers or privileges as a
beneficiary. Ronda E. Stryker also expressly disclaims status as a "group"
with Greenleaf Trust or William D. Johnston for purposes of this Schedule 13D.
Ronda E. Stryker, her husband, William D. Johnston, and their adult
children are trustees of the Foundation. Decisions of the Foundation are
controlled by majority vote of the trustees. As a result, Ronda E. Stryker may
be deemed to share voting and investment power over the Common Shares held in
the Foundation. Ronda E. Stryker expressly disclaims status as a "group" with
the Foundation, William D. Johnston or their adult children who are trustees
of the Foundation for purposes of this Schedule 13D.
William D. Johnston's and Greenleaf Trust's principal business address is
c/o Greenleaf Trust, 211 South Rose Street, Kalamazoo, Michigan 49007. William
D. Johnston's principal occupation or employment is Chairman of Greenleaf Trust,
a Michigan state chartered bank marketing fiduciary services to the general
public.
Neither William D. Johnston nor Greenleaf Trust has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither William D. Johnston nor Greenleaf Trust has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
William D. Johnston is a citizen of the United States of America.
(c) Except for the following transactions, no transactions in the
Common Shares were effected by Ronda E. Stryker during the 60 days prior to
April 28, 2014: (1) on March 21, 2014 1,380 Restricted Stock Units vested and
were settled for an equal number of shares of Stryker Corporation Common Stock.
(d) Other than (1) Raymond James & Associates, Inc., with respect
to the Plan, (2) Greenleaf Trust, with respect to the Common Shares in the LLS
Subtrust, (3) the Foundation and its trustees, with respect to the Common Shares
held by the Foundation, (3) William D. Johnston with respect to the Common
Shares held by him, and (4) the beneficiaries of the LLS Subtrust, namely Ronda
E. Stryker and her issue, no person is known to have the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the Common Shares beneficially owned by Ronda E. Stryker.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than (1) her agreement with Raymond James & Associates, Inc.
pursuant to the Plan, (2) those relationships with other trustees of the
Foundation and the other owners and directors of Greenleaf Trust, (3) Ronda E.
Stryker's oversight responsibilities for the Foundation, which are shared with
the other trustees of the Foundation, (4) Ronda E. Stryker's rights and
privileges under the governing instrument of the LLS Subtrust, some of which
are shared with the trustee of that Subtrust, (5) Ronda E. Stryker's rights and
privileges under her revocable trust instrument with respect to the Common
Shares held in her revocable trust, and (6) the option agreements between Ronda
E. Stryker and the Company and the related stock option plan with respect to the
shares underlying stock options beneficially owned by Ronda E. Stryker, Ronda E.
Stryker does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any Common
Shares or any other securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits or loss,
division of profits or loss, or the giving or withholding of proxies.
A copy of the April 28, 2014 Rule 10b5-1 Sales Trading Plan agreement with
Raymond James & Associates, Inc. is attached as Exhibit 1 to this amendment of
Schedule 13D. Copies of the Company's stock option plans and forms of option
agreements for options granted under the Company's stock option plans are filed
as exhibits to the Company's periodic reports under the Securities Exchange Act
of 1934, as amended.
Item 7. Material to be Filed as Exhibits
1. Rule 10b5-1 Sales Trading Plan agreement dated April 28, 2014
2. 2006 Long-Term Incentive Plan (as amended effective July 23, 2008),
incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q dated
August 7, 2008 (Commission File No. 000-09165)
3. Form of grant notice and terms and conditions for stock options granted
to U.S. employees under the 2006 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10(ii) to the Company's Form 10-K dated for the year ended
December 31, 2008 (Commission File No. 000-09165)
4. 1998 Stock Option Plan (as amended effective July 23, 2008),
incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q dated
August 7, 2008 (Commission File No. 000-09165)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 28, 2014
Ronda E. Stryker
CUSIP No. 863667 10 1
8
Page 8 of 8 pages 13D RES 04282014
CUSIP No. 863667 10 1
CUSIP No. 863667 10 1
Page 2 of 4 pages
EX-1
2
RES13DExhibit1.txt
SCHEDULE 13D EXHIBIT A
Raymond James & Associates, Inc.
Rule 10b5-1 Sales Trading Plan
(Non-discretionary Plan-Owned Shares Only)
Use this version of the Sales Plan if the seller wishes to indicate the amount,
price and date of stock sales with such specificity that Raymond James will not
have any discretion over how, when and whether to sell stock (other than the
discretion inherent in applying ordinary principles of best execution).
Ronda E Stryker ("Seller") hereby adopts this Sales Plan dated April 28,
2014___ ("Sales Plan") between Seller and Raymond James & Associates, Inc.
("Raymond James"), acting as agent.
Recital
This Sales Plan is being entered into between Seller and Raymond James to
establish a trading plan for Seller that complies with the requirements of
Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Seller is establishing this Sales Plan to dispose of a portion
of Seller's holdings of the common stock of Stryker Corporation
____________________________________ (the "Issuer") with the following :check
one: X par value of $__.10____ per share or no par value (the "Stock")
A. Implementation of the Plan
1. Seller hereby appoints Raymond James to sell shares of Stock pursuant to
the terms and conditions set forth below. Subject to such terms and conditions,
Raymond James hereby accepts such appointment.
2. Raymond James is authorized to begin selling Stock pursuant to this Sales
Plan on May 28,___________________, 2014____ (which shall be no earlier than 30
___ days from the date this Sales Plan is adopted) and shall cease selling Stock
on the earliest to occur of the date on which Raymond James receives notice of
the death of Seller, as soon as reasonably practical after learning that the
Issuer or any other person publicly announces a tender or exchange offer with
respect to the Stock, the date of public announcement of a merger, acquisition,
reorganization, recapitalization or comparable transaction affecting the
securities of the Issuer as a result of which the Stock is exchanged or
converted into shares of another company, the date on which Raymond James
receives notice of the commencement of any proceedings in respect of or
triggered by Seller's bankruptcy or insolvency and (specify date plus one or
more occurrences that will mark the last day on which sales may occur):
X _December 31, 2014___; and
the date that an aggregate of _______ shares of Stock are sold pursuant to
this Sales Plan; and
X the date that the aggregate proceeds of sales pursuant to this Sales Plan
(after deducting commissions and other expenses of sale reaches
$100,000,000.00.
(the "Plan Sales Period").
3. (a) Raymond James shall sell the Daily Sale Amount (as defined below) for
the account of Seller on each Sale Day (as defined below), subject to the
following restrictions, if desired:
X Raymond James shall not sell any shares of Stock pursuant to this Sales Plan
at a price of less than $ Market per share (before deducting commissions and
other expenses of sale) (the "Minimum Sale Price").
(insert other restrictions, if any) ___________________________.
(b) A "Sale Day" is: check one: X each trading day or other/specify
______________________________________
______________________________________________ during the Plan Sales Period,
provided that if any Sale Day is not a Trading Day, such Sale Day shall be
deemed to fall on the next succeeding Trading Day. A "Trading Day" is any
day during the Plan Sales Period that the: insert name of principal market or
exchange for the Stock: ______NYSE______________ (the "Principal Market") is
open for business and the Stock trades regular way on the Principal Market.
(c) The "Daily Sale Amount" for any Sale Day shall be (please check the
applicable box to indicate the amount of Stock that Raymond James is to
sell on each Sale Day):
X 7,000 _____________ shares of Stock.
an amount of Stock resulting in aggregate proceeds (after deducting
commissions and other expenses of sale of $________________.
determined in accordance with the following formula:
___________________________________________________________________________.[1]
the amount set forth on the grid below opposite the per share price range
that corresponds to the reported price of the opening reported market
transaction in the Stock on such Sale Day.
Reported Price of Opening Reported Market
Transaction in the Stock
Daily Sale Amount
If the price is below $______________________
If the price is between $_______ and $________
If the price is between $_______ and $________
If the price is above $______________________
(d) Subject to the restrictions set forth in paragraph A.3(a) above, Raymond
James shall sell the Daily Sale Amount on each Sale Day under ordinary
principles of best execution at the then-prevailing market price.
(e) If, consistent with ordinary principles of best execution or for any other
reason, Raymond James cannot sell the Daily Sale Amount on any Sale Day, then
(select one):
the amount of such shortfall may be sold as soon as practicable on the
immediately succeeding Trading Day under ordinary principles of best execution;
provided that in no event may the amount of the shortfall for any such Sale
Day be sold later than the fourth business day after such Sale Day.
Raymond James's obligation to sell Stock on such Sale Day pursuant to this
Sales Plan shall be deemed to have been satisfied.
Nevertheless, if any such shortfall exists after the close of trading on the
last Trading Day of the Plan Sales Period, Raymond James's authority to sell
such shares for the account of Seller under this Sales Plan shall terminate.
(f) The Daily Sale Amount and the Minimum Sale Price, if applicable, shall be
adjusted automatically on a proportionate basis to take into account any stock
split, reverse stock split or stock dividend with respect to the Stock or any
change in capitalization with respect to the Issuer that occurs during the Plan
Sales Period.
4. Raymond James shall not sell Stock hereunder at any time when:
(i) Raymond James, in its sole discretion, has determined that a market
disruption, banking moratorium, outbreak or escalation of hostilities or other
crisis or calamity has occurred; or
(ii) Raymond James, in its sole discretion, has determined that it is
prohibited from doing so by a legal, contractual or regulatory restriction
applicable to it or its affiliates or to Seller or Seller's affiliates (other
than any such restriction relating to Seller's possession or alleged possession
of material nonpublic information about the Issuer or the Stock); or
(iii) Raymond James has received notice from Seller to terminate the plan in
accordance with paragraph C.1 below.
5. (a) Seller has delivered the Stock to be sold pursuant to this Sales Plan
(with the amount to be estimated by Seller in good faith, if the Daily Sale
Amount is designated as an aggregate dollar amount) (the "Plan Shares") into an
account at Raymond James in the name of and for the benefit of Seller (the "Plan
Account").
(b) Raymond James shall withdraw Stock from the Plan Account in order to effect
sales of Stock under this Sales Plan. If at any time during the Plan Sales
Period the number of shares of Stock in the Plan Account is less than the number
of Plan Shares remaining to be sold pursuant to this Sales Plan, Raymond James
shall have no further obligation to effect sales of Shares under this Sales
Plan.
(c) To the extent that any Stock remains in the Plan Account after the end of
the Plan Sales Period or upon termination of this Sales Plan, Raymond James
agrees to return such Stock promptly to the Seller.
6. Raymond James shall in no event effect any sale under this Sales Plan
if the Stock to be sold is not in the Plan Account.
7. Raymond James may sell Stock on any national securities exchange, in the
over-the-counter market, on an automated trading system or otherwise.
B. Seller's Representations, Warranties and Covenants. Seller hereby
represents, warrants and covenants that:
1. Seller is not aware of any material nonpublic information concerning the
Issuer or its securities. Seller is entering into this Sales Plan in good faith
and not as part of a plan or scheme to evade compliance with the federal
securities laws.
2. The securities to be sold under this Sales Plan are owned free and clear
by Seller [(subject, in the case of shares underlying Options, only to the
compliance by Seller with the exercise provisions of such Options)] and are not
subject to any liens, security interests or other encumbrances or limitations on
disposition other than those imposed by Rules 144 or 145 under the Securities
Act of 1933, as amended (the "Securities Act").
3. While this Sales Plan is in effect, Seller agrees not to enter into or
alter any corresponding or hedging transaction or position with respect to the
securities covered by this Sales Plan and agrees, except as expressly permitted
herein, not to alter or deviate from the terms of this Sales Plan.
4. (a) Seller has provided Raymond James with a certificate dated as of the
date hereof signed by the Issuer substantially in the form of Exhibit A hereto.
5. The execution and delivery of this Sales Plan by Seller and the
transactions contemplated by this Sales Plan will not contravene any provision
of applicable law or any agreement or other instrument binding on Seller or any
of Seller's affiliates or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over Seller or Seller's affiliates.
6. Seller agrees that until this Sales Plan has been terminated as permitted
herein Seller shall not (i) enter into a binding contract with respect to the
purchase or sale of Stock with another broker, dealer, financial institution or
other party (each, a "Financial Institution"), (ii) instruct another Financial
Institution to purchase or sell Stock or (iii) adopt a plan for trading with
respect to Stock other than this Sales Plan.
7. Seller agrees that it shall not, directly or indirectly, communicate any
material nonpublic information relating to the Stock or the Issuer to any
employee of Raymond James or its affiliates who is involved, directly or
indirectly, in executing this Sales Plan at any time while this Sales Plan is
in effect.
8. Seller agrees that Seller shall at all times during the Plan Sales Period
(as defined below), in connection with the performance of this Sales Plan,
comply with all applicable laws, including, without limitation, Section 16 of
the Exchange Act and the rules and regulations promulgated thereunder, and make
all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange
Act in a timely manner, to the extent any such filings are applicable to Seller.
9. [(a) Seller represents and warrants that the Stock to be sold pursuant to
this Sales Plan is currently eligible for sale under Rule 144 or 145.
(b) Seller agrees not to take, and agrees to cause any person or entity with
which Seller would be required to aggregate sales of Stock pursuant to paragraph
(a)(2) or (e) of Rule 144 not to take, any action that would cause the sales
hereunder not to meet all applicable requirements of Rule 144.
(c) Seller agrees to complete, execute and deliver to Raymond James Forms 144
for the sales to be effected under this Sales Plan at such times and in such
numbers as Raymond James shall request, and Raymond James agrees to file such
Forms 144 on behalf of Seller as required by applicable law. Seller
understands and agrees that Raymond James shall make one Form 144 filing at the
beginning of each three-month period commencing upon the first Sale Day under
this Sales Plan.[2]
(d) Seller hereby grants Raymond James a power of attorney to complete and/or
file on behalf of Seller any required Forms 144. Notwithstanding such power of
attorney, Seller acknowledges that Raymond James shall have no obligation to
complete or file Forms 144 on behalf of Seller except as set forth in
subparagraph (c).
(e) Raymond James agrees to conduct all sales pursuant to this Sales Plan in
accordance with the manner of sale requirement of Rule 144 of the Securities
Act and in no event shall Raymond James effect any sale if such sale would
exceed the then-applicable amount limitation under Rule 144, assuming Raymond
James's sales pursuant to this Sales Plan are the only sales subject to that
limitation.][3]
10. Seller acknowledges and agrees that Seller does not have, and shall not
attempt to exercise, any influence over how, when or whether to effect sales
of Stock pursuant to this Sales Plan.
11. Raymond James may sell Stock on any national securities exchange, in the
over the counter market, on an automated trading system or otherwise. Raymond
James or one of its affiliates may make a market in the Stock and may act as
principal in executing sales under the Trading Plan. To the extent that Raymond
James administers other trading plans relating to Issuer's securities, Raymond
James may aggregate orders for Seller with orders under other sellers' trading
plans for execution in a block and allocate each execution on a pro rata basis
to each seller. In the event of partial execution of block orders, Raymond
James shall allocate the proceeds of all Stock actually sold on a particular
day pursuant to all Rule 10b5-1 trading plans concerning issuer's securities
that Raymond James manages pro rata based on the ratio of (x) the number of
shares to be sold pursuant to the order instructions of each Trading Plan to
(y) the total number of shares to be sold under all Trading Plans having the
same type of order instructions.
C. Termination
1. This Sales Plan may not be terminated prior to the end of the Plan Sales
Period, except that:
(i) it may be terminated at any time by written notice from Seller received
by Raymond James's credit department at the address or fax number set forth in
paragraph F.5 below for any reason as long as such termination is made in good
faith and not as part of a plan or scheme to evade the insider trading rules and
Seller represents that to Raymond James in such notice; with reasons for a
permitted termination including where legal or regulatory restrictions
applicable to Seller or Seller's affiliates (other than any such restrictions
relating to Seller's possession or alleged possession of material nonpublic
information about the Issuer or the Stock) would prevent Raymond James from
selling Stock for Seller's account during the Plan Sales Period.
D. Indemnification; Limitation of Liability
1. (a) Seller agrees to indemnify and hold harmless Raymond James and its
directors, officers, employees and affiliates from and against all claims,
losses, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or
investigating any such action or claim) arising out of or attributable to
Raymond James's actions taken or not taken in compliance with this Sales Plan
or arising out of or attributable to any breach by Seller of this Sales Plan
(including Seller's representations and warranties hereunder) or any
violation by Seller of applicable laws or regulations. This indemnification
shall survive termination of this Sales Plan.
(b) Notwithstanding any other provision hereof, Raymond James shall not be
liable to Seller for:
(i) special, indirect, punitive, exemplary or consequential damages, or
incidental losses or damages of any kind, even if advised of the possibility of
such losses or damages or if such losses or damages could have been reasonably
foreseen; or
(ii) any failure to perform or to cease performance or any delay in
performance that results from a cause or circumstance that is beyond its
reasonable control, including but not limited to failure of electronic or
mechanical equipment, strikes, failure of common carrier or utility systems,
severe weather, market disruptions or other causes commonly known as "acts of
God".
(c) Notwithstanding any other provision hereof, Raymond James shall
not be liable to Seller for (i) the exercise of discretionary authority or
discretionary control under this Trading Plan, if any, or (ii) any failure to
effect a sale required by paragraph A, except for failures to effect sales as
a result of the gross negligence or willful misconduct of Raymond James.
2. Seller has consulted with Seller's own advisors as to the legal, tax,
business, financial and related aspects of, and has not relied upon Raymond
James or any person affiliated with Raymond James in connection with, Seller's
adoption and implementation of this Sales Plan.
3. Seller acknowledges and agrees that in performing Seller's obligations
hereunder neither Raymond James nor any of its affiliates nor any of their
respective officers, employees or other representatives is exercising any
discretionary authority or discretionary control respecting management of
Seller's assets, or exercising any authority or control respecting management or
disposition of Seller's assets, or otherwise acting as a fiduciary (within the
meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974,
as amended, or Section 2510.3-21 of the Regulations promulgated by the United
States Department of Labor) with respect to Seller or Seller's assets. Without
limiting the foregoing, Seller further acknowledges and agrees that
neither Raymond James nor any of its affiliates nor any of their respective
officers, employees or other representatives has provided any "investment
advice" within the meaning of such provisions, and that no views expressed by
any such person will serve as a primary basis for investment decisions with
respect to Seller's assets.
E. Agreement to Arbitrate
The arbitration provisions of the Raymond James Client Agreement are
incorporated by reference.
F. General
1. Seller shall pay Raymond James $[.02] per share of the Stock sold.
2. Seller and Raymond James acknowledge and agree that this Sales Plan is a
"securities contract," as such term is defined in Section 741(7) of Title 11 of
the United States Code (the "Bankruptcy Code"), entitled to all of the
protections given such contracts under the Bankruptcy Code.
3. This Sales Plan constitutes the entire agreement between the parties with
respect to this Sales Plan and supersedes any prior agreements or understandings
with regard to the Sales Plan.
4. This Sales Plan may be amended by Seller only upon the written consent of
Raymond James and receipt by Raymond James of the following documents, each
dated as of the date of such amendment:
(i) a representation signed by the Issuer substantially in the form of
Exhibit A hereto, and
(ii) a certificate signed by Seller certifying that the representations and
warranties of Seller contained in this Sales Plan are true at and as of the
date of such certificate as if made at and as of such date.
5. All notices to Raymond James under this Sales Plan shall be given to
Raymond James's credit department in the manner specified by this Sales Plan by
confirmed facsimile to 866-461-9784 attn: Franco Lumia or by certified mail to
the address below:
Raymond James & Associates, Inc
880 Carillon Parkway
St Petersburg, FL 33716
Attn.: Franco Lumia
6. Seller's rights and obligations under this Sales Plan may not be assigned
or delegated without the written permission of Raymond James.
7. This Sales Plan may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
8. If any provision of this Sales Plan is or becomes inconsistent with any
applicable present or future law, rule or regulation, that provision will be
deemed modified or, if necessary, rescinded in order to comply with the relevant
law, rule or regulation. All other provisions of this Sales Plan will continue
and remain in full force and effect.
9. This Sales Plan shall be governed by and construed in accordance with the
internal laws of the State of New York and may be modified or amended only by a
writing signed by the parties hereto.
10. Seller agrees that this Sales Plan shall not be binding upon Raymond James
unless and until it is duly and fully executed by the Home Office Representative
of Raymond James listed below.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH E.
IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date
first written above.
RONDA E STRYKER GREENLEAF TRUST
/s/ Ronda E Stryker____________________ /s/ Jennifer C Billings_____________
RAYMOND JAMES & ASSOCIATES, INC.,
..
By: _/s/ Franco Lumia________________________________
(Home Office Representative)
Name: Franco Lumia
Title: Operations Supervisor, Raymond James & Assoc
Date: April 28, 2014
BRANCH ACKNOWLEDGEMENT:
By: /s/___Greg Nichols_____________________________
(Branch Manager)
Name: Greg Nichols
Branch Number: 59T
EXHIBIT A
ISSUER REPRESENTATION
Stryker Corporation (the "Issuer") represents that it has reviewed the Sales
Plan dated April 28, 2014 (the "Sales Plan") between Ronda E Stryker ("Seller")
and Raymond James & Associates, Inc. ("Raymond James") relating to the common
stock, par value of $0.10 per share, of the Issuer and determined that the
Sales Plan will not violate the Issuer's insider trading policies.
Dated: _____April 28______________, 2014
STRYKER CORPORATION
By: __/s/ Michael D Hutchinson____________________________
Name: Michael D Hutchinson
Title: General Counsel
# 3156824_v1
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[1] This formula, together with the other provisions of this Section 3, must
identify the amount, price and date of sales with the specificity required by
Rule 10b5-1(c)(1)(i)(B)(2).
[2] The Seller's representation on the Forms 144 regarding Seller's knowledge
of material information regarding the Issuer may be made as of the date this
Sales Plan is adopted. The "Remarks" section of each Form 144 should state
that the sale is being made pursuant to a previously adopted plan intended to
comply with Rule 10b5-1(c) and indicate the date the Sales Plan was adopted
and that the representation is made as of such date.
[3] Include paragraph 9 if the Stock is to be sold under Rule 144 or 145.