| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/13/2009 |
3. Issuer Name and Ticker or Trading Symbol
BOSTON SCIENTIFIC CORP [ BSX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 18,264 | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Based Deferred Stock Units | (1) | (1) | Common Stock | 1,250,000 | (2) | D | |
| Restricted Deferred Stock Units | (3) | (3) | Common Stock | 1,000,000 | (2) | D | |
| Stock Option (Right to Buy) | (4) | 06/23/2019 | Common Stock | 3,400,000 | $9.51 | D | |
| Explanation of Responses: |
| 1. Shares of common stock will be issued to the reporting person in 250,000 increments on each of the dates (occurring prior to December 31, 2012) on which, while the reporting person remains employed by the company, the average closing price of our common stock for any ten consecutive trading days first equals or exceeds $20.00, $22.50, $25.00, $27.50 and $30.00. |
| 2. Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock. |
| 3. Provided the reporting person continues to be an employee of the company, one third of the shares will vest on June 23, 2010, the first anniversary of the award, and thereafter 1/36th of the shares will vest on each subsequent monthly anniversary until the award is fully vested on the third anniversary of the award. Vested shares of common stock will be issued to the reporting person on December 31 of the year shares vest. |
| 4. Grants to the reporting person of options to purchase 3,400,000 shares of common stock vesting in four equal annual installments beginning on June 23, 2010, the first anniversary of the grants, provided the reporting person continues to be an employee of the company. |
| Remarks: |
| poaelliott2009.TXT |
| /s/ Lawrence J. Knopf, Attorney-in-fact | 07/16/2009 | |
| ** 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 5 (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. | ||