SEC FORM 4

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^*

KURY BERNARD E

(Last)

(First)

(Middle)

GUIDANT CORPORATION

111 MONUMENT CIRCLE, STE 2900

(Street)

INDIANAPOLIS

46204-5129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GUIDANT CORP [ GDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2006		D		15,967	D	⁽¹⁾	0	D
Common Stock	04/21/2006		D		442	D	⁽¹⁾	0	I	By ESSOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$63.29	04/21/2006		D			25,425	⁽²⁾	04/30/2014	Common Stock	25,425	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of January 25, 2006 (the "Merger Agreement"), by and among Boston Scientific Corporation ("Boston Scientific"), Guidant Corporation ("Guidant"), and Galaxy Merger Sub, Inc., each share of Guidant common stock issued and outstanding immediately prior to the effectiveness of the merger on April 21, 2006 (the "Effective Time"), was converted into the right to receive (i) 1.6799 shares of Boston Scientific common stock (the "Exchange Ratio") and (ii) $42.28 in cash (which includes an aggregate per share interest payment of $0.28).

2. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Boston Scientific and converted into an option to purchase that number of shares of Boston Scientific common stock (rounded down to the nearest whole share) equal to the sum of (x) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Exchange Ratio and (y) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Cash Portion Option Exchange Multiple, at an exercise price per share of Boston Scientific common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the aggregate exercise price for the shares of Guidant common stock subject to this option by (2) the aggregate number of shares of Boston Scientific common stock to be subject to such option after giving effect to such adjustments. The Cash Portion Option Exchange Multiple was 1.9056.

	/s/ Diane Barker by Power of Attorney for Bernard E. Kury	04/25/2006
	** 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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