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 *

VALERIANI NICHOLAS J
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

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

2/4/2021
(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 2/4/2021  M  22608.0000 A$20.7583 67896.0000 D  
Common Stock 2/4/2021  S  8200.0000 D$85.2137 (1)59696.0000 D  

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
Director Stock Option (Right to Acquire) $20.7583 2/4/2021  M     22608.0000  11/13/2015 11/12/2021 Common Stock 22608.0000 $0.0000 0.0000 D  

Explanation of Responses:
(1) This transaction was executed in multiple trades at prices ranging from $85.1900 to $85.2800. 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.

Remarks:
On May 29, 2020, the common stock of the Issuer split 3-for-1, resulting in the Reporting Person's ownership of additional shares of common stock and stock options. 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
VALERIANI NICHOLAS J
ONE EDWARDS WAY
IRVINE, CA 92614
X



Signatures
Linda J. Park, Attorney-in-Fact2/5/2021
**Signature of Reporting PersonDate

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