FORM 4 [ ] 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MUSSALLEM MICHAEL A
2. Issuer Name and Ticker or Trading Symbol

Edwards Lifesciences Corp [ EW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

ONE EDWARDS WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2020
(Street)

IRVINE, CA 92614
(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 5/7/2020  A  7075.0000 (1)A$0.0000 44200.8200 D  
Common Stock 5/8/2020  M(2)  32850.0000 A$35.7850 77050.8200 D  
Common Stock 5/8/2020  S(2)  300.0000 D$221.5800 (3)76750.8200 D  
Common Stock 5/8/2020  S(2)  2900.0000 D$218.5400 (4)73850.8200 D  
Common Stock 5/8/2020  S(2)  5548.0000 D$217.7800 (5)68302.8200 D  
Common Stock 5/8/2020  S(2)  6604.0000 D$220.8600 (6)61698.8200 D  
Common Stock 5/8/2020  S(2)  7498.0000 D$220.1000 (7)54200.8200 D  
Common Stock 5/8/2020  G  V 10000.0000 D$0.0000 44200.8200 D  
Common Stock 5/8/2020  G  V 10000.0000 A$0.0000 891194.0000 I By Living Trust 
Common Stock         123918.8025 (8)I 401(k) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Acquire) $218.0400 5/7/2020  A   70700.0000    6/7/2020 (9)5/6/2027 Common Stock 70700.0000 $0.0000 70700.0000 D  
Performance Rights  (10)5/7/2020  A   8825.0000 (10)   5/7/2023 (10)5/6/2027 (10)Common Stock 8825.0000 (10)$0.0000 8825.0000 D  
Employee Stock Option (Right to Acquire) $35.7850 5/8/2020  M (2)    32850.0000  6/14/2013 5/13/2020 Common Stock 32850.0000 $0.0000 0.0000 D  

Explanation of Responses:
(1) These restricted stock units were granted on May 7, 2020 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become vested and exercisable commencing one year after the grant date in four equal annual installments.
(2) The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 26, 2019.
(3) This transaction was executed in multiple trades at prices ranging from $221.46 to $221.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $218.24 to $219.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $217.22 to $218.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(6) This transaction was executed in multiple trades at prices ranging from $220.43 to $221.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(7) This transaction was executed in multiple trades at prices ranging from $219.43 to $220.42. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(8) Shares represented on the most recent statement of Issuer's 401(k) Plan Administrator.
(9) These options were granted on May 7, 2020 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and are scheduled to become vested and exercisable commencing one month after the grant date in 36 approximately equal monthly installments.
(10) Reflects the target number of shares (the Target Award) covered by restricted stock units granted under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program on May 7, 2020 and scheduled to vest on May 7, 2023. The number of restricted stock units that vest will depend upon achievement of certain performance goals over a three-year performance period and will range from 0% to 175% of the Target Awards.

Remarks:
This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MUSSALLEM MICHAEL A
ONE EDWARDS WAY
IRVINE, CA 92614
X
Chairman & CEO

Signatures
Linda J. Park, Attorney-in-Fact5/8/2020
**Signature of Reporting PersonDate

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