ABBOTT LABORATORIES — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABBOTT LABORATORIES (ABT)
CIK: 0000001800
Period of Report: 2017-01-04

Reporting Person: Fain Eric S (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-04	Common shares without par value	A	113827	—	Acquired	115327	Direct
2017-01-04	Common shares without par value	A	322461	—	Acquired	437788	Direct
2017-01-04	Common shares without par value	A	50761	—	Acquired	488549	Direct
2017-01-04	Common shares without par value	A	32418	—	Acquired	520968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-04	Option (right to buy)	$28.50	A	44387	Acquired	2021-12-10	Common shares without par value (44387)	Direct
2017-01-04	Option (right to buy)	$33.14	A	85864	Acquired	2022-12-08	Common shares without par value (85864)	Direct
2017-01-04	Option (right to buy)	$29.56	A	163268	Acquired	2023-12-07	Common shares without par value (163268)	Direct

Footnotes

F1: On January 4, 2017, Abbott Laboratories ("Abbott") acquired St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the Agreement and Plan of Merger by and among Abbott, St. Jude Medical, Vault Merger Sub, Inc. and Vault Merger Sub, LLC dated as of April 27, 2016 (the "Merger Agreement"). Upon the First Effective Time (as defined in the Merger Agreement), each outstanding St. Jude Medical common share (other than certain shares identified in the Merger Agreement) was converted into the right to receive (a) $46.75 in cash, without interest, and (b) 0.8708 common shares of Abbott.

F2: Pursuant to terms of the Merger Agreement, at the First Effective Time, each vested St. Jude Medical stock option was deemed exercised pursuant to a cashless exercise and deemed settled by issuance of a number of St. Jude Medical shares equal to the difference (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (a) the number of St. Jude Medical common shares subject to such surrendered St. Jude Medical option as of immediately prior to the First Effective Time minus (b) the number of whole and partial (computed to the nearest four decimal places) St. Jude Medical common shares that, when multiplied by $80.82 (the closing price of a St. Jude Medical common share on January 4, 2017), is equal to the aggregate exercise price of such surrendered St. Jude Medical option. (Continued in footnote 3).

F3: Such St. Jude Medical common shares were then canceled and converted into the right to receive the merger consideration with respect to each St. Jude Medical common share issued in respect of the stock option, less any applicable withholding taxes.

F4: These shares represent restricted stock awards under the Abbott Laboratories 2009 Incentive Stock Program. These awards have a 3-year term and are scheduled to vest on January 4, 2020. The award includes the right to have shares withheld for tax purposes.

F5: Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical restricted stock unit award was canceled and converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to such St. Jude Medical award (except that, subject to the holder's continued employment, the award will fully vest to the extent unvested on the second anniversary of the First Effective Time), that is settleable with respect to a number of Abbott common shares equal to the product (rounded to the nearest whole share) of (a) the number of St. Jude Medical shares subject to such award multiplied by (b) 2.0850 (the "Stock Award Exchange Ratio").

F6: 15,982 restricted stock units are scheduled to vest on December 17, 2017 and will be settled promptly thereafter, 10,657 restricted stock units are scheduled to vest on December 17, 2018 and will be settled promptly thereafter, and 5,779 restricted stock units are scheduled to vest on January 4, 2019 and will be settled December 17, 2019.

F7: Pursuant to terms of the Merger Agreement, at the First Effective Time, each unvested St. Jude Medical stock option was canceled and converted into an option to acquire, on substantially the same terms and conditions (except that, subject to the holder's continued employment, the option will fully vest to the extent unvested on the second anniversary of the First Effective Time), a number of Abbott common shares equal to the product (rounded down to the nearest whole share) of (a) the number of St. Jude Medical common shares subject to such option multiplied by (b) the Stock Award Exchange Ratio, at an exercise price per Abbott common share equal to the quotient (rounded up to the nearest whole cent) of (i) the per share exercise price for the St. Jude Medical common shares subject to such assumed option as of immediately prior to the First Effective Time divided by (ii) the Stock Award Exchange Ratio.

F8: These options are scheduled to vest on December 17, 2017.

F9: 42,932 options are scheduled to vest on December 17, 2017 and 42,932 options are scheduled to vest on December 17, 2018.

F10: 54,422 options are scheduled to vest on December 17, 2017, 54,422 options are scheduled to vest on December 17, 2018 and 54,424 options are scheduled to vest on January 4, 2019.