FORM 4
[ ] 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 *

Szyman Catherine M.
2. Issuer Name and Ticker or Trading Symbol

Edwards Lifesciences Corp [ EW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CVP, Critical Care & Vascular
(Last)          (First)          (Middle)

ONE EDWARDS WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2016
(Street)

IRVINE, CA 92614
(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   5/12/2016     A    2750.0000   (1) A $0.0000   34569.9374   (2) 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
Employee Stock Option (Right to Acquire)   $105.5900   5/12/2016     A      25200.0000       5/12/2017   (3) 5/11/2023   Common Stock   25200.0000   $0.0000   25200.0000   (4) D    
Performance Rights     (5) 5/12/2016     A      3425.0000   (5)        (5)   (5) Common Stock   3425.0000   (5) $0.0000   3425.0000   (4) D    

Explanation of Responses:
( 1)  These restricted stock units were granted on May 12, 2016 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become 50% vested three years after the grant date and 50% vested four years after the grant date.
( 2)  This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the reporting person. This amount includes quarterly acquisition of shares under the Edwards Lifesciences Corporation Employee Stock Purchase Plan as reflected on the most recent report of the plan administrator.
( 3)  These options were granted on May 12, 2016 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become vested and exercisable commencing one year after the grant date in four equal annual installments.
( 4)  This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the reporting person.
( 5)  Reflects the target number of shares (the Target Award) covered by restricted stock units granted on May 12, 2016 and scheduled to vest on May 12, 2019. The number of restricted stock units that vest will depend upon achievement of certain performance goals over a three-year performance period and will range from zero percent (0%) of the Target Award to one hundred seventy five percent (175%) of the Target Award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Szyman Catherine M.
ONE EDWARDS WAY
IRVINE, CA 92614


CVP, Critical Care & Vascular

Signatures
Ifigenia Protopappas, Attorney-in-fact 5/16/2016
** 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.
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