SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Makes Brigid

(Last)

(First)

(Middle)

5050 NATHAN LANE NORTH

(Street)

PLYMOUTH

55442

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGA Medical Holdings, Inc. [ AGAM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2010		U		300	D	$20.8⁽¹⁾	0	D

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)		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)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2006 Equity Incentive Plan options (right to buy)	$7.15	11/18/2010		D			307,692	⁽²⁾	10/01/2016	Common Stock	307,692	$13.65	0	D

Explanation of Responses:

1. Disposition of 300 shares of common stock in exchange for per share consideration of $20.80 in an exchange offer by St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated October 15, 2010, among AGA Medical Holdings, Inc. ("AGA"), St. Jude Medical and Asteroid Subsidiary Corporation. Pursuant to the terms of the Merger Agreement and the exchange offer, AGA stockholders could elect to receive the following consideration for each share of AGA common stock tendered in the exchange offer: (i) $20.80 in cash, without interest ("Cash Consideration"); or (ii) stock consideration of 0.540 shares of St. Jude Medical common stock (the "Stock Consideration"). AGA stockholders could elect to receive Cash Consideration for some shares and Stock Consideration for others, subject to possible proration. St. Jude Medical expects to announce the final proration calculations no later 11/23/10.

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.

Remarks:

	/s/ Brigid A. Makes	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).
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