SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Brennan Daniel J.

(Last)

(First)

(Middle)

ONE BOSTON SCIENTIFIC PLACE

(Street)

NATICK

01760-1537

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014

3. Issuer Name and Ticker or Trading Symbol
BOSTON SCIENTIFIC CORP [ BSX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

5. 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 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	68,487	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Deferred Stock Units	⁽¹⁾	02/16/2015⁽¹⁾	Common Stock	8,973⁽²⁾	⁽³⁾	D
Deferred Stock Units	⁽⁴⁾	02/24/2014⁽⁴⁾	Common Stock	3,612⁽⁵⁾	⁽³⁾	D
Deferred Stock Units	⁽⁶⁾	02/27/2015⁽⁶⁾	Common Stock	4,778⁽⁷⁾	⁽³⁾	D
Deferred Stock Units	⁽⁸⁾	02/27/2017⁽⁸⁾	Common Stock	10,351⁽⁹⁾	⁽³⁾	D
Deferred Stock Units	⁽¹⁰⁾	02/28/2016⁽¹⁰⁾	Common Stock	8,379⁽¹¹⁾	⁽³⁾	D
Deferred Stock Units	⁽¹²⁾	02/28/2018⁽¹²⁾	Common Stock	13,531	⁽³⁾	D
Performance Share Units	⁽¹³⁾	12/31/2014⁽¹³⁾	Common Stock	16,819⁽¹³⁾	⁽¹⁴⁾	D
Stock Option (Right to Buy)	⁽¹⁵⁾	02/27/2022	Common Stock	30,466	$6.28	D
Stock Option (Right to Buy)	⁽¹⁶⁾	02/28/2021	Common Stock	62,112	$7.16	D
Stock Option (Right to Buy)	⁽¹⁷⁾	02/28/2023	Common Stock	37,860	$7.39	D
Stock Option (Right to Buy)	⁽¹⁸⁾	02/16/2020	Common Stock	102,308	$7.41	D
Stock Option (Right to Buy)	⁽¹⁹⁾	02/24/2019	Common Stock	40,214	$8.3	D
Stock Option (Right to Buy)	⁽²⁰⁾	05/08/2016	Common Stock	8,800	$21.93	D

Explanation of Responses:

1. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 16, 2011, the first anniversary of the date of grant.

2. This amount represents the unvested portion of DSUs awarded on February 16, 2010, which will continue to vest in two remaining installments on the anniversary of the date of grant.

3. Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.

4. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 24, 2010, the first anniversary of the date of grant.

5. This amount represents the unvested portion of DSUs awarded on February 24, 2009, which will continue to vest in one remaining installment on the anniversary of the date of grant.

6. Shares of common stock will be issued to the reporting person in three equal annual installments beginning on February 27, 2013, the first anniversary of the date of grant.

7. This amount represents the unvested portion of DSUs awarded on February 27, 2012, which will continue to vest in two remaining installments on the anniversary of the date of grant.

8. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 27, 2013, the first anniversary of the date of grant.

9. This amount represents the unvested portion of DSUs awarded on February 27, 2012, which will continue to vest in four remaining installment on the anniversary of the date of grant.

10. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2012, the first anniversary of the date of grant.

11. This amount represents the unvested portion of DSUs awarded on February 28, 2011, which will continue to vest in three remaining installments on the anniversary of the date of grant.

12. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2014, the first anniversary of the date of grant.

13. On February 27, 2012, the reporting person was awarded a target number of performance share units under the Company's 2012 Free Cash Flow Performance Share Program, the actual number of which to be earned by the reporting person based on the Company's 2012 adjusted free cash flow measured against its 2012 financial plan over the one-year performance period ending December 31, 2012 and subject to the completion of a three-year individual service period (inclusive of the performance period). On February 28, 2013, the number of the target performance share units as to which the performance criteria had been satisfied was determined. The performance share units so determined will vest in whole on December 31, 2014 upon the completion of the individual service period.

14. Each performance share unit represents the Company's commitment to issue one share of Boston Scientific common stock.

15. Grant to the reporting person of an option to purchase 30,466 shares of common stock vesting in four equal annual installments beginning on February 27, 2013, the first anniversary of the date of grant.

16. Grant to the reporting person of an option to purchase 62,112 shares of common stock vesting in four equal annual installments beginning on February 28, 2012, the first anniversary of the date of grant.

17. Grant to the reporting person of an option to purchase 37,860 shares of common stock vesting in four equal annual installments beginning on February 28, 2014, the first anniversary of the date of grant.

18. Grant to the reporting person of an option to purchase 102,308 shares of common stock vesting in four equal annual installments beginning on February 16, 2011, the first anniversary of the date of grant.

19. Grant to the reporting person of an option to purchase 40,214 shares of common stock on February 24, 2009. This option is fully vested.

20. Grant to the reporting person of an option to purchase 8,800 shares of common stock on May 8, 2006. This option is fully vested.

Remarks:

brennanpoa1.txt

	/s/ Lee G. Giguere, Attorney-in-Fact	01/09/2014
	** 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.