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Ownership Document |
Schema Version: X0202 |
Document Type: 4 |
Period of Report: 4/21/06 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 929987 |
| Issuer Name: GUIDANT CORP |
| Issuer Trading Symbol: GDT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1144511 |
| | Owner Name: DEPARLE NANCY ANN |
| Reporting Owner Address: |
| | Owner Street 1: C/O GUIDANT CORPORATION |
| | Owner Street 2: 111 MONUMENT CIRCLE, 29TH FLOOR |
| | Owner City: INDIANAPOLIS |
| | Owner State: IN |
| | Owner ZIP Code: 46204-5129 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/21/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Director Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 37.7 |
| | Transaction Date: |
| | | Value: 4/21/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,500 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 5/18/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Director Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 40.925 |
| | Transaction Date: |
| | | Value: 4/21/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 5/19/13 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 10,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Director Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 59.01 |
| | Transaction Date: |
| | | Value: 4/21/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 5/18/14 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 10,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Director Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 73.31 |
| | Transaction Date: |
| | | Value: 4/21/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,500 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 5/16/15 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Pursuant to an Agreement and Plan of Merger, dated as of January 25, 2006 (the "Merger Agreement"), by and among Boston Scientific Corporation ("Boston Scientific"), Guidant Corporation ("Guidant"), and Galaxy Merger Sub, Inc., each share of Guidant common stock issued and outstanding immediately prior to the effectiveness of the merger on April 21, 2006 (the "Effective Time"), was converted into the right to receive (i) 1.6799 shares of Boston Scientific common stock (the "Exchange Ratio") and (ii) $42.28 in cash (which includes an aggregate per share interest payment of $0.28). |
| Footnote - F2: Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Boston Scientific and converted into an option to purchase that number of shares of Boston Scientific common stock (rounded down to the nearest whole share) equal to the sum of (x) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Exchange Ratio and (y) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Cash Portion Option Exchange Multiple, at an exercise price per share of Boston Scientific common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the aggregate exercise price for the shares of Guidant common stock subject to this option by (2) the aggregate number of shares of Boston Scientific common stock to be subject to such option after giving effect to such adjustments. The Cash Portion Option Exchange Multiple was 1.9056. |
Owner Signature: |
| Signature Name: Diane Barker by Power of Attorney for Nancy-Ann Min DeParle |
| Signature Date: 4/25/06 |