ST JUDE MEDICAL INC Form 4 Filed 2014-12-19

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

HEINMILLER JOHN C

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)
Executive Vice President

(Last)

(First)

(Middle)

ONE ST. JUDE MEDICAL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014

(Street)

ST. PAUL, MN 55117

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	12/17/2014		M		8,000	A	⁽¹⁾	244,828⁽²⁾	D
Common Stock	12/17/2014		F		3,464⁽³⁾	D	$65.61	241,364	D
Common Stock	12/17/2014		M		4,474	A	⁽¹⁾	245,838	D
Common Stock	12/17/2014		F		2,157⁽⁴⁾	D	$65.61	243,681	D
Common Stock	12/18/2014		S⁽⁵⁾		5,396	D	$64.39⁽⁶⁾	238,285	D
Common Stock	12/18/2014		S⁽⁵⁾		1,457	D	$65.36⁽⁷⁾	236,828	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

12/17/2014

8,000

12/17/2013⁽⁸⁾

⁽¹⁾

Common Stock

24,000

$ 0

16,000

Restricted Stock Units

⁽¹⁾

12/17/2014

4,474

12/17/2014⁽⁸⁾

⁽¹⁾

Common Stock

17,896

$ 0

13,422

Explanation of Responses:

1.	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2.	Includes 471 additional shares acquired through the Company Employee Stock Purchase Plan on 7/31/14.
3.	8,000 shares of restricted stock vested on December 17, 2014. 3,464 shares were used to pay taxes and 4,536 shares were released.
4.	4,474 shares of restricted stock vested on December 17, 2014. 2,157 shares were used to pay taxes and 2,317 shares were released
5.	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person on October 28, 2014.
6.	The price in Column 4 is a weighted average. The prices actually received ranged from $63.89 to $64.86. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
7.	The price in Column 4 is a weighted average. The prices actually received ranged from $64.93 to $65.63. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
8.	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.

	Signatures
	/s/ Kashif Rashid, Attorney in Fact	12/19/2014
	** Signature of Reporting Person	Date
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