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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Zellers Jason

(Last) (First) (Middle)
ONE ST. JUDE MEDICAL DRIVE

(Street)
ST. PAUL MN 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. Date of Earliest Transaction (Month/Day/Year)
12/10/2012
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)
Code V Amount (A) or (D) Price
Common Stock 261 D
Common Stock 993(6) I By Spouse(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $30.58 12/15/2009(4) 12/15/2016 Common Stock 520 520(5)(6) I By Spouse
Stock Option (Right to Buy) $38.59 12/14/2010(4) 12/14/2017 Common Stock 1,000 1,000(5)(6) I By Spouse
Restricted Stock Unit (1) 12/14/2011(2) 12/14/2014(2) Common Stock 252 252(5)(6) I By Spouse
Stock Option (Right to Buy) $41.65 12/14/2011(4) 12/14/2018 Common Stock 1,532 1,532(5)(6) I By Spouse
Stock Option (Right to Bjy) $34.96 12/17/2012(4) 12/12/2019 Common Stock 1,664 1,664(5)(6) I By Spouse
Restricted Stock Units (1) 12/17/2012(2) 12/12/2015(2) Common Stock 216 216(5)(6) I By Spouse
Stock Option (Right to Buy) $35.27 12/10/2012 A 2,008 12/17/2013(4) 12/10/2020 Common Stock 2,008 $0 2,008(6) I By Spouse
Restricted Stock Units (1) 12/10/2012 A 252 12/17/2013(2) (2) Common Stock 252 $0 252(6) I By Spouse
Restricted Stock Units (1) 12/10/2012 A 9,332 12/17/2013(2) (2) Common Stock 9,332 $0 9,332 D
Stock Option (Right to Buy) $35.27 12/10/2012 A 74,664 12/17/2013(4) 12/10/2020 Common Stock 74,664 $0 74,664 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. The restricted stock units will vest 25% on each of the first four anniversary dates of the date of the grant beginning the date shown.
3. Reporting person was recently married. This filing reflects shares held in the Company Employee Stock Purchase Plan as of 7/31/2012.
4. The options will vest 25% on each of the first four anniversary dates of the date of the grant beginning the date shown.
5. Reporting person was recently married. This filing reflects the rights to acquire stock held by the reporting person's spouse.
6. 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.
/s/ Kashif Rashid, Attorney in Fact 12/12/2012
** 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.