|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
|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.
|1. Name and Address of Reporting Person*
|C/O GUIDANT CORPORATION|
|111 MONUMENT CIRCLE, 29TH FLOOR|
|2. Issuer Name and Ticker or Trading Symbol
[ GDT ]
|5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)||
||Other (specify below)|
|3. Date of Earliest Transaction
|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.
||2. Transaction Date
(Month/Day/Year)||2A. Deemed Execution Date, if any
(Month/Day/Year)||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
|Code||V||Amount||(A) or (D)||Price|
|Common Stock|| 4/21/06||
|Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||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.
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.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
|Code||V||(A)||(D)||Date Exercisable||Expiration Date||Title||Amount or Number of Shares|
|Director Stock Option (right to buy)||$37.7|| 4/21/06||
||7,500|| 5/18/12||Common Stock||7,500||0||D||
|Director Stock Option (right to buy)||$40.925|| 4/21/06||
||10,000|| 5/19/13||Common Stock||10,000||0||D||
|Director Stock Option (right to buy)||$59.01|| 4/21/06||
||10,000|| 5/18/14||Common Stock||10,000||0||D||
|Director Stock Option (right to buy)||$73.31|| 4/21/06||
||7,500|| 5/16/15||Common Stock||7,500||0||D||
|Explanation of Responses:|
|Diane Barker by Power of Attorney for Nancy-Ann Min DeParle|| 4/25/06|
||** 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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.|
| D ||Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).|