SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Zellers Jason

(Last)

(First)

(Middle)

ONE ST. JUDE MEDICAL DRIVE

(Street)

ST. PAUL

55117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ST JUDE MEDICAL INC [ STJ ]

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 & Corp Sec

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/03/2015

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/14/2013		M4	63	A	⁽¹⁾	557⁽²⁾	I	By Spouse
Common Stock	12/14/2013		F4	22⁽³⁾	D	$57.99	535⁽²⁾	I	By Spouse
Common Stock	12/17/2013		M4	54	A	⁽¹⁾	589⁽²⁾	I	By Spouse
Common Stock	12/17/2013		F4	19⁽⁴⁾	D	$59.42	570⁽²⁾	I	By Spouse
Common Stock	12/17/2013		M4	63	A	⁽¹⁾	633⁽²⁾	I	By Spouse
Common Stock	12/17/2013		F4	22⁽⁵⁾	D	$59.42	611⁽²⁾	I	By Spouse
Common Stock	12/14/2014		M4	63	A	⁽¹⁾	553⁽²⁾	I	By Spouse
Common Stock	12/14/2014		F4	22⁽⁶⁾	D	$66.33	531⁽²⁾	I	By Spouse
Common Stock	12/17/2014		M4	54	A	⁽¹⁾	585⁽²⁾	I	By Spouse
Common Stock	12/17/2014		F4	19⁽⁷⁾	D	$65.61	566⁽²⁾	I	By Spouse
Common Stock	12/17/2014		M4	63	A	⁽¹⁾	629⁽²⁾	I	By Spouse
Common Stock	12/17/2014		F4	22⁽⁸⁾	D	$65.61	607⁽²⁾	I	By Spouse
Common Stock	12/17/2014		M4	52	A	⁽¹⁾	659⁽²⁾	I	By Spouse
Common Stock	12/17/2014		F4	18⁽⁹⁾	D	$65.61	641⁽²⁾⁽¹⁰⁾	I	By Spouse
Common Stock							9,091	D

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)	4. Transaction Code (Instr. 8)	(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)
Restricted Stock Units	⁽¹⁾	12/14/2013		4M		63	12/14/2011⁽¹¹⁾	⁽¹⁾	Common Stock	126	$0	63⁽²⁾	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/17/2013		4M		54	12/17/2012⁽¹²⁾	⁽¹⁾	Common Stock	162	$0	108⁽²⁾	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/17/2013		4M		63	12/17/2013⁽¹²⁾	⁽¹⁾	Common Stock	252	$0	189⁽²⁾	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/14/2014		4M		63	12/14/2011⁽¹³⁾	⁽¹⁾	Common Stock	63	$0	0	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/17/2014		4M		54	12/17/2012⁽¹²⁾	⁽¹⁾	Common Stock	108	$0	54⁽²⁾	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/17/2014		4M		63	12/17/2013⁽¹²⁾	⁽¹⁾	Common Stock	189	$0	126⁽²⁾	I	By Spouse
Restricted Stock Units	⁽¹⁾	12/17/2014		4M		52	12/17/2014⁽¹²⁾	⁽¹⁾	Common Stock	208	$0	156⁽²⁾	I	By Spouse

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. 63 shares of restricted stock vested on December 14, 2013. 22 shares were used to pay taxes and 41 shares were released.

4. 54 shares of restricted stock vested on December 17, 2013. 19 shares were used to pay taxes and 35 shares were released.

5. 63 shares of restricted stock vested on December 17, 2013. 22 shares were used to pay taxes and 41 shares were released.

6. 63 shares of restricted stock vested on December 14, 2014. 22 shares were used to pay taxes and 41 shares were released.

7. 54 shares of restricted stock vested on December 17, 2014. 19 shares were used to pay taxes and 35 shares were released.

8. 63 shares of restricted stock vested on December 17, 2014. 22 shares were used to pay taxes and 41 shares were released.

9. 52 shares of restricted stock vested on December 17, 2014. 18 shares were used to pay taxes and 34 shares were released.

10. This form 5 is for the 2014 fiscal year end adjusting the totals to reflect an amended form 4 and late reporting of restricted stock vests.

11. The restricted stock units vest 25% on each of the first four anniversary dates of the date of the grant beginning on the date shown.

12. The restricted stock units will vest 25% on December 17th annually beginning the date shown.

13. Fully vested at the time of filing.

	/s/ Kashif Rashid, Attorney in Fact	04/28/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.