FORM 4
[ X ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HELMS JACK P 		2. Issuer Name and Ticker or Trading Symbol

AGA Medical Holdings, Inc. [ AGAM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4906 LAKEVIEW DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2010
(Street)

EDINA, MN 55424
(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   11/18/2010     D    10000   D   (1) 0   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
Stock Option (right to buy)   $13.64   11/18/2010     D         6293      (2) 11/2/2016   Common Stock   6293   $7.16   0   D  
 

Explanation of Responses:
( 1)  The reporting person disposed of 10,000 shares of common stock in the merger provided for in the Agreement and Plan of Merger and Reorganization ("the Merger Agreement"), dated October 15, 2010, by and among AGA Medical Holdings, Inc. ("AGA"), St. Jude Medical, Inc. ("St. Jude Medical ") and Asteroid Subsidiary Corporation, an indirect wholly-owned subsidiary of St. Jude Medical. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, 50% of the reporting person's shares of common stock of AGA issued and outstanding immediately prior to the effective time of the merger were converted into the right to receive $20.80 in cash per share, without interest, and 50% of the reporting person's shares of common stock of AGA issued and outstanding immediately prior to the effective time of the merger were converted into the right to receive 0.540 shares of St. Jude common stock per share.
( 2)  This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the cash merger consideration of $20.80 per share, multiplied by the number of shares of AGA common stock underlying the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HELMS JACK P
4906 LAKEVIEW DRIVE
EDINA, MN 55424 		X



Signatures
/s/ Brigid A. Makes as attorney-in-fact for Jack P. Helms pursuant to Power of Attorney previously filed. 11/18/2010
** 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.
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