BOSTON SCIENTIFIC CORP — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON SCIENTIFIC CORP (BSX)
CIK: 0000885725
Period of Report: 2015-02-23

Reporting Person: Phalen Michael P. (EVP & President, MedSurg)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	A	50318.0000	$0.0000	Acquired	149384.0000	Direct
2015-02-23	Common Stock	F	20296.0000	$16.3100	Disposed	129088.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Deferred Stock Units	$	A	12262.0000	Acquired	2020-02-23	Common Stock (12262.0000)	Direct
2015-02-23	Performance Share Units	$	A	17510.0000	Acquired	2016-12-31	Common Stock (17510.0000)	Direct
2015-02-23	Stock Option (Right to Buy)	$16.3100	A	34482.0000	Acquired	2015-02-23	Common Stock (34482.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2433.0000	Indirect

Footnotes

F1: On February 27, 2012, the reporting person was awarded a target number of performance share units under the Company's 2012 Total Shareholder Return Performance Share Program, the actual number of which to be earned by the reporting person was based on the Company's total shareholder return performance percentile relative to that of the other companies in the S&P 500 Healthcare Index over the three annual performance cycles comprising the three-year period ended December 31, 2014 and was subject to the completion of the concurrent three-year individual service period. On February 23, 2015, the number of the target performance share units as to which the performance criteria had been satisfied was determined and the individual service period was satisfied.

F2: Includes shares acquired under the Boston Scientific Global Employee Stock Purchase Plan based upon the most current data available.

F3: Balance reflects the most current data available with regard to share holdings through the Boston Scientific Common Stock Fund under the Company's 401(k) Retirement Savings Plan.

F4: Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.

F5: Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 23, 2016, the first anniversary of the date of grant.

F6: Each performance share unit represents the Company's commitment to issue one share of Boston Scientific common stock.

F7: On February 24, 2014, the reporting person was awarded a target number of performance share units under the Company's 2014 Free Cash Flow Performance Share Program, the actual number of which to be earned by the reporting person based on the Company's 2014 adjusted free cash flow measured against its 2014 financial plan over the one-year performance period ending December 31, 2014 and subject to the completion of a three-year individual service period (inclusive of the performance period). On February 23, 2015, the number of the target performance share units as to which the performance criteria had been satisfied was determined. The performance share units so determined will vest in whole upon the completion of the individual service period that ends on December 31, 2016.

F8: Grant to the reporting person of an option to purchase a specified number of shares of common stock vesting in four equal annual installments beginning on February 23, 2016, the first anniversary of the date of grant.