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).         
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carlson Mark
2. Issuer Name and Ticker or Trading Symbol

ST JUDE MEDICAL, LLC [ STJ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Medical Off-VP,Clinical
(Last)          (First)          (Middle)

ONE ST. JUDE MEDICAL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2017
(Street)

ST. PAUL, MN 55117
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   1/4/2017     D    14964   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   $38.59   1/4/2017     D         24525    12/14/2010   (2) 12/14/2017   Common Stock   24525     (2) 0   D    
Stock Options (Right to Buy)   $41.65   1/4/2017     D         8937    12/14/2011   (2) 12/14/2018   Common Stock   8937     (2) 0   D    
Stock Options (Right to Buy)   $34.96   1/4/2017     D         11832    12/17/2012   (2) 12/12/2019   Common Stock   11832     (2) 0   D    
Stock Options (Right to Buy)   $35.27   1/4/2017     D         17700    12/17/2013   (2) 12/10/2020   Common Stock   17700     (2) 0   D    
Restricted Stock Units     (4) 1/4/2017     D         875      (4)   (4) Common Stock   875     (4) 0   D    
Stock Options (Right to Buy)   $59.41   1/4/2017     D         17148    12/17/2014   (3) 12/10/2021   Common Stock   17148     (3) 0   D    
Restricted Stock Units     (4) 1/4/2017     D         514      (4)   (4) Common Stock   514     (4) 0   D    
Stock Options (Right to Buy)   $69.08   1/4/2017     D         16692    12/17/2015   (3) 12/8/2022   Common Stock   16692     (3) 0   D    
Restricted Stock Units     (4) 1/4/2017     D         948      (4)   (4) Common Stock   948     (3) 0   D    
Stock Options (Right to Buy)   $61.62   1/4/2017     D         20372    12/17/2016   (3) 12/7/2023   Common Stock   20372     (3) 0   D    
Restricted Stock Units     (4) 1/4/2017     D         1620      (4)   (4) Common Stock   1620     (4) 0   D    

Explanation of Responses:
( 1)  Pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2016, by and among Abbott Laboratories ("Abbott"), the Issuer, Vault Merger Sub, Inc. and Vault Merger Sub, LLC (the "Merger Agreement"), each share of Issuer Common Stock was cancelled in exchange for $46.75 in cash and 0.8708 of a share of Abbott Common Stock (the "Merger Consideration"), less any applicable withholding taxes, and provided that cash is payable in respect of any fractional shares of Abbott stock.
( 2)  Pursuant to the terms of the Merger Agreement, each option that was fully vested and exercisable immediately prior to the Mergers was deemed exercised pursuant to a cashless exercise and settled by issuance of a number of shares of Issuer Common Stock ("Net Exercise Shares") equal to the excess (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (i) the number of Issuer shares of Common Stock subject to such option immediately prior to the Mergers over (ii) the number of whole and partial (computed to the nearest four decimal places) Issuer shares of Common Stock that, when multiplied by the Company equity plan-defined FMV, is equal to the aggregate exercise price of the exercised options. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.
( 3)  Each option provided for vesting in four equal installments on December 17 commencing on the date shown in the table. Pursuant to the Merger Agreement, the vested options were treated as set forth in note (2). The unvested options were assumed by Abbott and converted into an option to acquire the number of shares of Abbott Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such option immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Abbott stock equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the shares of Issuer Common Stock subject to such option immediately prior to the Mergers divided by (B) the Stock Award Exchange Ratio.
( 4)  Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Abbott and converted into restricted stock units for the number of shares of Abbott Common Stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such restricted stock unit immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlson Mark
ONE ST. JUDE MEDICAL DRIVE
ST. PAUL, MN 55117


Chief Medical Off-VP,Clinical

Signatures
/s/ Kashif Rashid, Attorney in Fact 1/6/2017
** 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 control number.
SJM (NYSE:STJ)
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