Edwards Lifesciences Corp — Director's Dealing 2012

May 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Edwards Lifesciences Corp (EW)
CIK: 0001099800
Period of Report: 2012-05-09

Reporting Person: Wood Larry L (CVP, THV Replacement)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-09	Employee Stock Option (Right to Acquire)	$85.4500	A	37800.0000	Acquired	2019-05-08	Common Stock (37800.0000)	Direct
2012-05-09	Performance Rights	$	A	3650.0000	Acquired	2015-03-31	Common Stock (3650.0000)	Direct

Footnotes

F1: This option was granted on May 9, 2012 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

F2: This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the reporting person.

F3: Reflects the target number of shares (the Target Award) covered by unvested Restricted Stock Units granted on May 9, 2012. The number of shares issuable at vesting will depend upon achievement of the performance goals and will range from zero percent (0%) of the Target Award to one hundred seventy five percent (175%) of the Target Award.