UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
STRYKER CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
863667 10 1
(CUSIP Number)
Ronda E. Stryker
Greenleaf Trust
211 South Rose Street
Kalamazoo, Michigan 49007
(269) 553-6948
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 13, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this Schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. Names of Reporting Persons. Ronda E. Stryker
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) N/A
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States of America
7. Sole Voting Power 10,035,180
Number of
Shares Bene- 8. Shared Voting Power 17,275,768
ficially
Owned by Each 9. Sole Dispositive Power 10,035,180
Reporting
Person With: 10. Shared Dispositive Power 17,275,768
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 27,310,948
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)X
13. Percent of Class Represented by Amount in Row(11) 7.2%
14. Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is common stock, par value $0.10 per share (Common Shares), of
Stryker Corporation, a Michigan corporation (Company). The address of
the principal executive office of the Company is 2825 Airview Boulevard,
Kalamazoo, Michigan 49002.
Item 2. Identity and Background
(a)-(c) This statement is being filed by RondaE. Stryker. Ronda
E. Strykers business address is c/o Greenleaf Trust, 211 South Rose Street,
Kalamazoo, Michigan 49007. RondaE. Strykers present principal occupation
or employment is Vice Chair and a Director of Greenleaf Trust, a bank, Trustee
of Spelman College, Kalamazoo College and Pathfinders International and
Fellow of Harvard Medical School. She is also a director of the Company,
the granddaughter of the founder of the Company and the daughter of a former
President of the Company.
(d)-(e) During the past five years, RondaE. Striker (i) has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) RondaE. Stryker is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule is being amended to report the adoption by RondaE.
Stryker of a Rule 10b5-1 plan governing shares that were previously reported
as owned by RondaE. Stryker on Schedule13D. No funds were used in making
the acquisitions giving rise to this amendment to Schedule13D.
Item 4. Purpose of Transaction
This Schedule is being amended to report the adoption by RondaE.
Stryker of a Rule 10b5-1 plan governing shares that were previously reported
as owned by RondaE. Stryker on Schedule13D. On May 7, 2015, RondaE.
Stryker entered into a Rule 10b5-1 Sales Trading Plan (Plan) with Raymond
James & Associates, Inc. A copy of the Plan agreement is attached as
Exhibit 1 to this amendment of Schedule 13D. The price term under the
Plan is market value. Sales pursuant to the Plan may begin as early as
June 8, 2015. The Plan terminates on the earlier of December 31, 2016 or
such time as the aggregate, net sales proceeds received pursuant to the
Plan (i.e., aggregate proceeds minus sale expenses and commissions) reaches
$250 million. (based on 6000 shares per day)
Apart from the Plan described above, RondaE. Stryker intends to
evaluate on an ongoing basis her investment in the Company and her options
with respect to such investment. RondaE. Stryker and her husband may, from
time to time, acquire additional Common Shares (1) by the exercise or
additional vesting of options, (2) by the grant of additional options or other
equity awards by the Company or (3) from time to time for investment purposes
if market conditions are favorable, in the open market, in privately
negotiated transactions or otherwise. RondaE. Stryker and her husband may
also dispose of some or all of the Companys Common Shares that they
beneficially own, periodically, by public or private sale (registered or
unregistered and with or without the simultaneous sale of newly-issued Common
Shares by the Company), gift, expiration of options, forfeiture of restricted
shares or otherwise, including, without limitation, sales of Common Shares
pursuant to Rule144 under the Securities Act of 1933, as amended, or
otherwise. RondaE. Stryker and her husband reserve the right not to acquire
Common Shares at any given time and not to dispose of all or part of Common
Shares they may own at any given time if they determine such acquisition or
disposal is not in their best interests at the time in question.
Other than as described above, RondaE. Stryker does not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition of securities of the Company, (b) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (c) any sale or transfer
of a material amount of assets of the Company or any of its subsidiaries,
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board, (e) any material
change in the Company's present capitalization or dividend policy, (f) any
other material change in the Company's business or corporate structure,
(g) any change in the Company's articles of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company
by any person, (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of the Companys equity securities
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of Common Shares
beneficially owned by RondaE. Stryker as of May 7, 2015 are as follows:
Number Percent
RondaE. Stryker 27,310,948 (1) 7.2% (2)
(1) The shares shown above as beneficially owned by RondaE. Stryker
comprise (1) 183,694 Common Shares owned directly by RondaE. Stryker,
(2) 55,804 Common Shares that RondaE. Stryker has the right to acquire
within 60 days of February 28, 2016 upon the exercise of options granted to
her by the Company, as more specifically described below (Option Shares),
(3) 9,795,682 shares held by her in her revocable trust, of which trust she
is the sole trustee and beneficiary during her lifetime, (4) 40,000 Common
Shares owned by her husband, WilliamD. Johnston, and over which she may be
deemed to share voting and investment power, (5) 17,207,398 Common Shares
held in the separate subtrust of the L. Lee Stryker Trust dated September10,
1974 created for the benefit of RondaE. Stryker and her issue (LLS Subtrust),
over which Subtrust RondaE. Stryker may be deemed to share voting and
investment power, as described below, and (6) 28,370 Common Shares owned
by the Stryker Johnston Foundation, a Michigan non-profit corporation
(Foundation), of which RondaE. Stryker, her husband and her children
are the trustees.
(2) Based on the 378,749,951 Common Shares reported as outstanding as
of January 31, 2015 in the Companys Form 10-K dated February 12, 2015.
RondaE. Stryker has been granted the following options to purchase
Common Shares under the Companys stock option plans:
Percent
Vested at
Date of Number of Exercise March1,Number Vesting
Grant Shares Price 2015 Vested Schedule
02/07/06 8,500 $46.85 100% 8,500 One-fifth a year
starting 02/07/07
02/14/07 7,700 $62.65 100% 7,700 One-fifth a year
starting 02/14/08
02/12/08 7,400 $67.80 100% 7,400 One-fifth a year
starting 02/12/09
02/10/09 12,375 $42.00 100% 12,375 One-fifth a year
starting 02/10/10
02/23/10 9,995 $53.09 100% 9,995 One-fifth a year
starting 02/23/11
02/09/11 4,735 $59.70 80% 3,788 One-fifth a year
starting 02/09/12
02/21/12 4,945 $53.60 60% 2,967 One-fifth a year
starting 02/21/13
02/13/13 5,520 $64.01 40% 2,208 One-fifth a year
starting 02/13/14
02/12/14 4,355 $81.14 20% 871 One-fifth a year
starting 02/12/15
02/11/15 3,795 $93.06 0% 0 One-fifth a year
starting 02/11/16
02/11/15 948 0.00 0% 0 100% 02/11/16
Total 70,268 55,804
The vesting of the unvested options described above will increase
RondaE. Strykers beneficial ownership of Common Shares. If the above
options were fully vested, RondaE. Stryker would beneficially own 27,310,948
Common Shares, or 7.2% of the outstanding Common Shares.
(b) RondaE. Stryker has sole voting and investment power over
10,035,180 Common Shares reported above as beneficially owned by her and held
by her either directly, in her revocable trust or subject to options
exercisable by her.
WilliamD. Johnston is RondaE. Strykers husband. As a result,
RondaE. Stryker may be deemed to share voting and investment power over
the Common Shares held by WilliamD. Johnston.
RondaE. Stryker has a special power of appointment over the Companys
Common Shares held in the LLS Subtrust and the power to change the trustee
of that Subtrust. As a result she may be deemed to share voting and
dispositive power over the Common Shares held in the LLS Subtrust. The LLS
Subtrust is administered by Greenleaf Trust, a state chartered bank marketing
fiduciary services to the general public. RondaE. Stryker is a shareholder
and director of Greenleaf Trust. RondaE. Strykers husband, WilliamD.
Johnston, is the controlling shareholder of Greenleaf Trust.
Greenleaf Trust holds Common Shares in its fiduciary capacity on
behalf of various trust and investment management customers, some of whom
have the right to receive, or the power to direct the receipt of, dividends
from or the proceeds from the sale of these securities. Including the shares
held in the LLS Subtrust, Greenleaf Trust has sole voting and dispositive
power over 512,682 Common Shares held in accounts over which it has
discretionary management power, and 28,657,406 Common Shares held in trusts
over which it shares voting or dispositive power with co-trustees or
beneficiaries, for a total of 29,170,088 Common Shares, or 7.7% of the
outstanding Common Shares. Except for the Common Shares held in the LLS
Subtrust, RondaE. Stryker specifically disclaims beneficial ownership of,
and this Schedule13D does not report, shares held by Greenleaf Trust in
accounts over which RondaE. Stryker possesses neither fiduciary discretion
nor powers or privileges as a beneficiary. RondaE. Stryker also expressly
disclaims status as a group with Greenleaf Trust or WilliamD. Johnston for
purposes of this Schedule13D.
RondaE. Stryker, her husband, WilliamD. Johnston, and their adult
children are trustees of the Foundation. Decisions of the Foundation are
controlled by majority vote of the trustees. As a result, RondaE. Stryker
may be deemed to share voting and investment power over the Common Shares
held in the Foundation. RondaE. Stryker expressly disclaims status as a
group with the Foundation, WilliamD. Johnston or their adult children who
are trustees of the Foundation for purposes of this Schedule13D.
WilliamD. Johnstons and Greenleaf Trusts principal business address
is c/o Greenleaf Trust, 211 South Rose Street, Kalamazoo, Michigan 49007.
WilliamD. Johnstons principal occupation or employment is Chairman of
Greenleaf Trust, a Michigan state chartered bank marketing fiduciary services
to the general public.
Neither WilliamD. Johnston nor Greenleaf Trust has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Neither WilliamD. Johnston nor
Greenleaf Trust has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. WilliamD. Johnston is a citizen of
the United States of America.
(c) Except for the following transactions, no transactions in
the Common Shares were effected by RondaE. Stryker during the 60 days prior
to May 7, 2015: (1) on March 21, 2015 1,089 Restricted Stock Units vested
and were settled for an equal number of shares of Stryker Corporation
Common Stock.
(d) Other than (1) Raymond James & Associates, Inc., with
respect to the Plan, (2) Greenleaf Trust, with respect to the Common
Shares in the LLS Subtrust, (3) the Foundation and its trustees, with
respect to the Common Shares held by the Foundation, (3) WilliamD. Johnston
with respect to the Common Shares held by him, and (4) the beneficiaries of
the LLS Subtrust, namely RondaE. Stryker and her issue, no person is known
to have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Common Shares
beneficially owned by RondaE. Stryker.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than (1) her agreement with Raymond James & Associates, Inc.
pursuant to the Plan, (2) those relationships with other trustees of the
Foundation and the other owners and directors of Greenleaf Trust, (3)
RondaE. Strykers oversight responsibilities for the Foundation, which are
shared with the other trustees of the Foundation, (4) RondaE. Strykers
rights and privileges under the governing instrument of the LLS Subtrust,
some of which are shared with the trustee of that Subtrust, (5) RondaE.
Strykers rights and privileges under her revocable trust instrument with
respect to the Common Shares held in her revocable trust, and (6) the option
agreements between RondaE. Stryker and the Company and the related stock
option plan with respect to the shares underlying stock options beneficially
owned by RondaE. Stryker, RondaE. Stryker does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with
any person with respect to any Common Shares or any other securities of
the Company, including, but not limited to, transfer or voting of any of
the securities, finders fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits or loss, division of profits or
loss, or the giving or withholding of proxies.
A copy of the May 7, 2015 Rule 10b5-1 Sales Trading Plan agreement
with Raymond James & Associates, Inc. is attached as Exhibit 1 to this
amendment of Schedule 13D. Copies of the Companys stock option plans and
forms of option agreements for options granted under the Companys stock
option plans are filed as exhibits to the Companys periodic reports under
the Securities Exchange Act of 1934, as amended.
Item 7. Material to be Filed as Exhibits
1. Rule 10b5-1 Sales Trading Plan agreement dated May 7, 2015
2. 2006 Long-Term Incentive Plan (as amended effective July23, 2008),
incorporated by reference to Exhibit10.1 to the Companys Form10Q dated
August7, 2008 (Commission File No. 00009165)
3. Form of grant notice and terms and conditions for stock options granted
to U.S. employees under the 2006 Long-Term Incentive Plan, incorporated by
reference to Exhibit10(ii) to the Companys Form10K dated for the year ended
December31, 2008 (Commission File No. 00009165)
4. 1998 Stock Option Plan (as amended effective July23, 2008), incorporated
by reference to Exhibit10.2 to the Companys Form10Q dated August7, 2008
(Commission File No. 00009165)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 13, 2015 /s/ Ronda E Stryker
Ronda E Stryker
CUSIP No. 863667 10 1
8
Page 8 of 8 pages 13D RES 05082015
CUSIP No. 863667 10 1
CUSIP No. 863667 10 1
Page 2 of 8 pages