Boston Scientific : Description Initial Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

OMB APPROVAL

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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 *

2. Date of Event Requiring

3. Issuer Name and Ticker or Trading Symbol

Statement (MM/DD/YYYY)

Scanlon Meghan

2/17/2020

BOSTON SCIENTIFIC CORP [BSX]

(Last)

(First)

(Middle)

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

300 BOSTON SCIENTIFIC WAY

_____ Director

_____ 10% Owner

___X___ Officer (give title below)

_____ Other (specify below)

SVP,Pres,Urology Pelvic Health /

(Street)

5. If Amendment, Date

6. Individual or Joint/Group Filing(Check Applicable Line)

MARLBOROUGH, MA 01752-

Original Filed(MM/DD/YYYY)

_X_ Form filed by One Reporting Person

1234

___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

(Instr. 4)

Beneficially Owned

Form: Direct

(Instr. 5)

(Instr. 4)

(D) or Indirect

(I)

(Instr. 5)

Common Stock

7321.0000 (1)

D

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

1. Title of Derivate Security

2. Date Exercisable and

3. Title and Amount of

4. Conversion

5. Ownership

6. Nature of Indirect

(Instr. 4)

Expiration Date

Securities Underlying

or Exercise

Form of

Beneficial Ownership

(MM/DD/YYYY)

Derivative Security

Price of

Derivative

(Instr. 5)

(Instr. 4)

Derivative

Security:

Security

Direct (D) or

Date

Expiration Date

Title

Amount or

Indirect (I)

Exercisable

Number of

(Instr. 5)

Shares

Deferred Stock Units

(2)

2/15/2023 (2)

Common

3323.0000 (3)

(4)

D

Stock

Deferred Stock Units

(5)

2/21/2023 (5)

Common

3115.0000

(4)

D

Stock

Deferred Stock Units

(6)

2/22/2021 (6)

Common

2318.0000 (7)

(4)

D

Stock

Deferred Stock Units

(8)

2/23/2020 (8)

Common

1227.0000 (9)

(4)

D

Stock

Deferred Stock Units

(10)

2/28/2022 (10)

Common

3055.0000 (11)

(4)

D

Stock

Deferred Stock Units

(12)

5/1/2023 (12)

Common

8246.0000

(4)

D

Stock

Deferred Stock Units

(13)

7/1/2021 (13)

Common

1709.0000 (14)

(4)

D

Stock

Stock Option (Right to Buy)

(15)

2/22/2026

Common

16450.0000

$17.2600

D

Stock

Stock Option (Right to Buy)

(16)

7/1/2026

Common

13850.0000

$23.4100

D

Stock

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

1. Title of Derivate Security	2. Date Exercisable and	3. Title and Amount of	4. Conversion	5. Ownership	6. Nature of Indirect
(Instr. 4)	Expiration Date	Securities Underlying	or Exercise	Form of	Beneficial Ownership
	(MM/DD/YYYY)	Derivative Security	Price of	Derivative	(Instr. 5)
			(Instr. 4)		Derivative	Security:
					Security	Direct (D) or
	Date	Expiration Date	Title	Amount or
		Indirect (I)
	Exercisable			Number of
				(Instr. 5)
				Shares
Stock Option (Right to Buy)	(17)	2/28/2027	Common	18037.0000	$24.5500	D
			Stock
Stock Option (Right to Buy)	(18)	2/15/2028	Common	18007.0000	$27.0900	D
			Stock
Stock Option (Right to Buy)	(19)	2/21/2029	Common	10757.0000	$40.1200	D
			Stock

Explanation of Responses:

1. Includes shares acquired under the Boston Scientific Global Employee Stock Purchase Plan based upon the most current data available.
2. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 15, 2019, the first anniversary of the date of grant.
3. This amount represents the unvested portion of DSUs awarded on February 15, 2018, which will continue to vest in three remaining installments on the anniversary of the date of grant.
4. Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.
5. Shares of common stock will be issued to the reporting person in four equal annual installments beginning on February 21, 2020, the first anniversary of the date of grant.
6. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 22, 2017, the first anniversary of the date of grant.
7. This amount represents the unvested portion of DSUs awarded on February 22, 2016, which will continue to vest in two remaining installments on the anniversary of the date of grant.
8. 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.
9. This amount represents the unvested portion of DSUs awarded on February 23, 2015, which will continue to vest in one remaining installment on the anniversary of the date of grant.
10. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on February 28, 2018, the first anniversary of the date of grant.
11. This amount represents the unvested portion of DSUs awarded on February 28, 2017, which will continue to vest in three remaining installments on the anniversary of the date of grant.
12. Shares of common stock will be issued to the reporting person in four equal annual installments beginning on May 1, 2020, the first anniversary of the date of grant.
13. Shares of common stock will be issued to the reporting person in five equal annual installments beginning on July 1, 2017, the first anniversary of the date of grant.
14. This amount represents the unvested portion of DSUs awarded on July 1, 2016, which will continue to vest in two remaining installments on the anniversary of the date of grant.
15. Grant to the reporting person of an option to purchase 18,450 shares of common stock vesting in four equal annual installments beginning on February 22, 2017, the first anniversary of the date of grant.
16. Grant to the reporting person of an option to purchase 13,850 shares of common stock vesting in four equal annual installments beginning on July 1, 2017, the first anniversary of the date of grant.
17. Grant to the reporting person of an option to purchase 18,037 shares of common stock vesting in four equal annual installments beginning on February 28, 2018, the first anniversary of the date of grant.
18. Grant to the reporting person of an option to purchase 18,007 shares of common stock vesting in four equal annual installments beginning on February 15, 2019, the first anniversary of the date of grant.
19. Grant to the reporting person of an option to purchase 10,757 shares of common stock vesting in four equal annual installments beginning on February 21, 2020, the first anniversary of the date of grant.

Remarks:

scanlonpoa.txt

Reporting Owners

Reporting Owner Name / Address				Relationships
Director	10% OwnerOfficer	Other
Scanlon Meghan
300 BOSTON SCIENTIFIC WAY				SVP,Pres,Urology Pelvic Health
MARLBOROUGH, MA 01752-1234
Signatures
/s/ Scott G. Hodgdon, Attorney-in-Fact	2/18/2020
**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 5(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).
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POWER OF ATTORNEY

Know all by these present that the undersigned hereby constitutes and appoints each of Desiree Ralls-Morrison, Vance R. Brown, Scott Hodgdon, Ashley E. McGrane and Mai-KhoiNguyen-Thanh signing singly, the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of Boston Scientific Corporation (the "Company"), Forms 3, 4 and 5, and amendments thereto, in accordance with
   Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
3. execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of the Company, Forms 144 in accordance with Rule 144 of the Securities Exchange Act of 1933, as amended and the rules and regulations thereunder; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Forms 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th of January, 2020.

/s/ Meghan Scanlon

________________

Meghan Scanlon