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RESMED INC Director's Dealing 2011

Nov 21, 2011

65715_rns_2011-11-21_df494059-5387-4067-952d-41c6f1e8c357.pdf

Director's Dealing

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FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

==> picture [9 x 9] intentionally omitted <==

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average 0.5 burden hours per response

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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person
FARRELL PETER C*
(Last) (First) (Middle)
ResMed Inc.
9001 Spectrum Center Boulevard
(Street)
San Diego
CA
92123
(City) (State) (Zip)
2. Issuer NameandTicker or Trading Symbol
RESMED INC [RMD]
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
5. Relationship of Reporting Person(s) to Issuer (Check
all applicable)
Executive Chairman and CEO
6. Individual or Joint/Group Filing
(Check Applicable Line)
Form filed by One Reporting Person
Form filed by More than One Reporting Person
Director
10% Owner
Officer
(give title below)
Other
(specify below)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)
2. Transaction Date
(Month/Day/Year)
2A. Deemed Execution
Date, if any
(Month/Day/Year)
3.
Transaction
Code
(Instr. 8)
3.
Transaction
Code
(Instr. 8)
4. Securities Acquired
(A) or Disposed Of (D)
(Instr. 3, 4 and 5)
4. Securities Acquired
(A) or Disposed Of (D)
(Instr. 3, 4 and 5)
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
ResMed Common Stock 11/15/2011 G 200,000
(1)
A $ 0 726,959 D
ResMed Common Stock 3,317 I Peter C. Farrell
April 2010
Annuity Trust
ResMed Common Stock 21,391 I Peter C. Farrell
July 2010
Annuity Trust
ResMed Common Stock 0 I Peter C. Farrell
November
2010 Annuity
Trusts
ResMed Common Stock 200,000 I Peter C. Farrell
December
2010 Annuity
Trust
ResMed Common Stock 200,000 I Peter C. Farrell

August 2011 Annuity Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3.
Transaction
Date
(Month/
Day/ Year)
3A. Deemed
Execution
Date, if any
(Month/
Day /Year)

4.
Transaction
Code (Instr.
8)

4.
Transaction
Code (Instr.
8)

5. Number of
Derivative
Securities
Acquired (A)
or Disposed
of (D) (Instr.
3, 4 and 5)

5. Number of
Derivative
Securities
Acquired (A)
or Disposed
of (D) (Instr.
3, 4 and 5)
6. Date Exercisable and
Expiration Date (Month/
Day /Year)
6. Date Exercisable and
Expiration Date (Month/
Day /Year)
7. Title and Amount
of Securities
Underlying
Derivative Security
(Instr. 3 and 4)
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
(Month/
Day/ Year)
Title Amount
or
Number
of
Shares
ResMed
Common
Stock
Options
$27.58 11/16/2011 A 250,000 11/11/2012
(2)
11/16/2018 ResMed
Common
Stock
250,000 $ 0
250,000
D

Explanation of Responses:

  1. Transaction represents a distribution from the Peter C. Farrell November 2010 Annuity Trust (the "Trust") of 200,000 shares to the Peter C. Farrell Trust (of which Dr. Farrell is the Trustee). Per the terms of the trust, 90% of the original value was to be transferred to Dr. Farrell at the end of the first year. Since the value of the stock on the funding date was higher than the current stock price, 100% of the stock was distributed.

  2. Represents date options first become available. Options vest 1/4 annually until fully vested.

Peter C. Farrell 11/18/2011 ** 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.

Potential persons who are to 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.