| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOSTON SCIENTIFIC CORP [ BSX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Forward Sale Contract | $0(1) | 10/21/2008 | J(1) | 75,000(2) | 10/21/2009 | 10/21/2009 | Common Stock | 75,000 | $0(1) | 75,000 | I | By Ltd. Partnership | |||
| Forward Sale Contract | $0(3) | 10/22/2008 | J(3) | 75,000(2) | 10/22/2009 | 10/22/2009 | Common Stock | 75,000 | $0(3) | 75,000 | I | By Ltd. Partnership | |||
| Explanation of Responses: |
| 1. On August 29, 2008, a family limited partnership of which the reporting person is a general and limited partner, Promerica L.P., entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, Promerica will deliver to the bank up to 75,000 shares of the Issuer's common stock depending on market prices at maturity on October 21, 2009. If the market price per share at maturity is equal to or less than the floor price of $7.85 per share, Promerica will deliver 75,000 shares to the bank. If the market price per share at maturity is greater than the floor price, Promerica will deliver a fewer number of shares. In exchange, the bank is obligated to pay $398,814.14 to Promerica three business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. |
| 2. Promerica pledged 75,000 shares of the Issuer's common stock to secure its obligations under the contract and retains dividends and voting rights in the shares during the term of the pledge. The reporting person disclaims beneficial ownership of this stock except to the extent of his pecuniary interest. |
| 3. On August 29, 2008, a family limited partnership of which the reporting person is a general and limited partner, Promerica L.P., entered into a Rule 10b5-1 trading plan with an unaffiliated commercial bank to execute a series of variable prepaid forward sale contracts. Under the contract reported on this form, Promerica will deliver to the bank up to 75,000 shares of the Issuer's common stock depending on market prices at maturity on October 22, 2009. If the market price per share at maturity is equal to or less than the floor price of $8.03 per share, Promerica will deliver 75,000 shares to the bank. If the market price per share at maturity is greater than the floor price, Promerica will deliver a fewer number of shares. In exchange, the bank is obligated to pay $401,892.13 to Promerica three business days after the date of the contract. At the option of the reporting person, the contract may be settled at maturity by delivering cash in lieu of stock. |
| Remarks: |
| /s/ Lawrence J. Knopf, Attorney-in-fact | 10/23/2008 | |
| ** 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. | ||