Item 5. OTHER INFORMATION

(a)

On August 1, 2023, we filed a Certificate of Elimination with respect to our 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS), which upon filing with the Secretary of State of the State of Delaware, eliminated from the Third Restated Certificate of Incorporation of the Company, as amended, all references and matters set forth in the Certificate of Designations with respect to the MCPS as filed with the Secretary of State of the State of Delaware on May 26, 2020.

Following the mandatory conversion of the outstanding shares of the MCPS on June 1, 2023, there were no outstanding shares of MCPS. The foregoing summary of the Certificate of Elimination relating to the MCPS does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(c)

On April 6, 2023, Jeffrey B. Mirviss, our Senior Vice President and President, Peripheral Interventions, terminated a trading plan that was originally entered into on February 23, 2023 and intended to satisfy the affirmative defense conditions of the prior version of Rule 10b5-1(c). The plan covered the sale of up to 76,992 shares of our common stock, including up to 27,208 shares to be acquired upon vesting of performance share units and restricted share units and 30,172 shares to be acquired upon exercise of stock options, between March 27, 2023 and February 23, 2024. Transactions under the plan were based upon pre-established dates and stock price thresholds.

On May 19, 2023, Charles Dockendorff, an independent member of our Board of Directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Dockendorff’s plan covers the sale of 21,025 shares of our common stock between August 18, 2023 and May 31, 2024. Transactions under the plan are based upon pre-established dates and stock price thresholds.

On May 25, 2023, Jeffrey B. Mirviss, our Senior Vice President and President, Peripheral Interventions, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Mirviss’ plan covers the sale of up 105,490 shares of our common stock, including up to 56,690 shares to be acquired upon determination and/or vesting of performance share units and restricted share units and 30,172 shares to be acquired upon exercise of stock options, between August 24, 2023 and March 29, 2024. Transactions under the plan are based upon pre-established dates and stock price thresholds.

On May 26, 2023, Vance R. Brown, our Senior Vice President, General Counsel and Corporate Secretary, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Brown’s plan covers the sale of 15,750 shares of our common stock between August 25, 2023 and December 29, 2023. Transactions under the plan are based upon pre-established dates and stock price thresholds.