UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 
Neovasc Inc.
(Name of Issuer)
 
 
Common Shares
(Title of Class of Securities)
 
 
64065J106
(CUSIP Number)
 
 
December 12, 2016
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
£ Rule 13d-1(b)
☒ Rule 13d-1(c)
£ Rule 13d-1(d)
 
*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 (the “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).
 
 
 

 
 
CUSIP No.  64065J106
 SCHEDULE 13G
Page 2 of 5
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boston Scientific Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) ☒
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Boston Scientific Corporation
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
11,817,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,817,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,817,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
15.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
CUSIP No. 64065J106
  
Page 3 of 5

Item 1.
 
(a)
Name of Issuer:
 
Neovasc Inc.
 
(b)
Address of Issuer’s Principal Executive Offices:
 
Suite 5138 – 13562 Maycrest Way, Richmond, British Columbia, Canada V6V 2J7
 
Item 2.
 
(a)
Name of Person Filing:
 
Boston Scientific Corporation
 
(b)
Address of Principal Business Office or, if none, Residence:
 
300 Boston Scientific Way, Marlborough, Massachusetts, 01752-1234
 
(c)
Citizenship:
 
Delaware corporation
 
(d)
Title of Class of Securities:
 
Common Shares
 
(e)
CUSIP Number:
 
64065J106
 
Item 3.
 
Not applicable.
 
Item 4.  Ownership.
 
See Cover Page Items 5-11.
 
The approximate percentage of Common Shares reported as beneficially owned by the Reporting Person is based upon 78,683,345 Common Shares outstanding as of December 12, 2016, comprised of (i) 66,866,345 Common Shares outstanding as of December 12, 2016 as reported by the Toronto Stock Exchange and (ii) the issuance by the Issuer of 11,817,000 Common Shares to the Reporting Person on December 12, 2016.
 
CUSIP No. 64065J106
  
Page 4 of 5

Item 5.  Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.  Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.  Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
 
 
 
 
 
 
 
CUSIP No. 64065J106
  
Page 5 of 5

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:  December 16, 2016
 
 
BOSTON SCIENTIFIC CORPORATION
 
By:
 
 
/s/ Vance R. Brown
 
Signature
   
 
Vice President and Chief Corporate Counsel
 
Name/Title