- Statement of Changes in Beneficial Ownership (4)
November 18 2010 - 8:54PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LUND RONALD E
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2. Issuer Name
and
Ticker or Trading Symbol
AGA Medical Holdings, Inc.
[
AGAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Gen. Counsel & Secretary
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(Last)
(First)
(Middle)
5050 NATHAN LANE NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2010
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(Street)
PLYMOUTH, MN 55442
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/18/2010
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U
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10406
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D
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$20.80
(1)
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21000
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D
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Common Stock
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11/18/2010
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D
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21000
(2)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2006 Equity Incentive Plan options (right to buy)
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$14.30
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11/18/2010
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D
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83916
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(3)
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6/1/2017
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Common Stock
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83916
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$6.50
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0
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D
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2006 Equity Incentive Plan options (right to buy)
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$19.6625
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11/18/2010
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D
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41958
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(3)
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7/1/2018
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Common Stock
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41958
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$1.1375
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0
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D
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Explanation of Responses:
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(
1)
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Disposition of 10,406 shares of common stock in exchange for per share consideration of $20.80 in an exchange offer by St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated October 15, 2010, among AGA Medical Holdings, Inc. ("AGA"), St. Jude Medical and Asteroid Subsidiary Corporation. Pursuant to the terms of the Merger Agreement and the exchange offer, AGA stockholders could elect to receive the following consideration for each share of AGA common stock tendered in the exchange offer: (i) $20.80 in cash, without interest ("Cash Consideration"); or (ii) stock consideration of 0.540 shares of St. Jude Medical common stock (the "Stock Consideration"). AGA stockholders could elect to receive Cash Consideration for some shares and Stock Consideration for others, subject to possible proration. St. Jude Medical expects to announce the final proration calculations no later 11/23/10.
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(
2)
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Disposition of 21,000 restricted stock units in the merger provided for in the Merger Agreement, which were converted at the effective time of the merger into the right to receive cash consideration of $20.80 per share.
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(
3)
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This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the cash merger consideration of $20.80 per share, multiplied by the number of shares of AGA common stock underlying the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LUND RONALD E
5050 NATHAN LANE NORTH
PLYMOUTH, MN 55442
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SVP, Gen. Counsel & Secretary
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Signatures
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/s/ Brigid A. Makes as attorney-in-fact for Ronald E. Lund pursuant to Power of Attorney previously filed.
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11/18/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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