AGAM Aga Medical Holdings Com (MM)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Joseph M. Barbeau
Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California  94303-1125
(650) 849-5333

(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. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 (b) for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting company’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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)  Beneficial ownership of the above referenced securities is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such securities as a result of the Tender and Voting Agreement (as defined in Item 4 below) entered into with beneficial owners of such securities as described herein.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any of the common stock of AGA Medical Holdings, Inc. (“AGA”) referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)  Includes 8,857 shares of AGA common stock underlying stock options which are currently exercisable or exercisable within 60 days of October 13, 2010.  The obligation to tender such shares to the reporting person pursuant to the Tender and Voting Agreement, however, does not arise unless and until such stock options are exercised.

(3)  Based upon 50,268,924 shares of AGA common stock outstanding as of October 13, 2010, and 8,857 shares of AGA common stock underlying stock options which are currently exercisable or exercisable within 60 days of October 13, 2010.

2

(1)  Beneficial ownership of the above referenced securities is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such securities as a result of the Tender and Voting Agreement (as defined in Item 4 below) entered into with beneficial owners of such securities as described herein.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any of the common stock of AGA Medical Holdings, Inc. (“AGA”) referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)  Includes 8,857 shares of AGA common stock underlying stock options which are currently exercisable or exercisable within 60 days of October 13, 2010.  The obligation to tender such shares to the reporting person pursuant to the Tender and Voting Agreement, however, does not arise unless and until such stock options are exercised.

(3)  Based upon 50,268,924 shares of AGA common stock outstanding as of October 13, 2010, and 8,857 shares of AGA common stock underlying stock options which are currently exercisable or exercisable within 60 days of October 13, 2010.

3

Item 1.   Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock of AGA Medical Holdings, Inc., a Delaware corporation (“AGA”), par value $0.01 per share (the “Shares”).  The principal executive offices of AGA are located at 5050 Nathan Lane North, Plymouth, MN 55442.

Item 2.  Identity and Background

This Schedule 13D is being jointly filed on behalf of St. Jude Medical, Inc., a Minnesota corporation (“St. Jude Medical”), and Asteroid Subsidiary Corporation, a Delaware corporation and wholly-owned indirect subsidiary of St. Jude Medical (“Asteroid,” and together with St. Jude Medical, the “Reporting Persons”).  The principal executive offices of each of the Reporting Persons are located at One St. Jude Medical Drive, St Paul, MN 55117.  St. Jude Medical develops, manufactures and distributes cardiovascular medical devices for the global cardiac rhythm management, cardiology and cardiac surgery and atrial fibrillation therapy areas and neurostimulation medical devices for the management of chronic pain.  Asteroid was organized by St. Jude Medical to acquire AGA and therefore has not conducted any business to date.

Attached as Schedule I , and incorporated herein by reference, is a chart setting forth, with respect to each executive officer and director of St. Jude Medical and Asteroid, his or her name, residence or business address and present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted), in each case as of the date hereof.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named on Schedule I , has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named on Schedule I , is or has 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 has been found to have committed any violation with respect to such laws.

To the best knowledge of the Reporting Persons, other than Denis Gestin, who is a citizen of France, each executive officer and director of the Reporting Persons is a citizen of the United States.

Item 3.                        Source and Amount of Funds or Other Consideration

Pursuant to, and subject to the terms and conditions contained in, the Tender and Voting Agreement described in Item 4, the Reporting Persons may be deemed to have acquired beneficial ownership of the Covered Shares (as defined below) by virtue of entering into a Tender and Voting Agreement with the Tendering Stockholders (as defined in Item 4).  The Tender and Voting Agreement was entered into to induce St. Jude Medical and Asteroid to enter into the Merger Agreement and proceed with the transactions contemplated thereby.  Neither St. Jude Medical nor Asteroid has paid any consideration to the Tendering Stockholders in connection with the execution and delivery of the Tender and Voting Agreement described under Item 4 of this Schedule 13D.

Item 4:  Purpose of Transaction

On October 15, 2010, St. Jude Medical, Asteroid, and AGA entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), providing for St. Jude Medical through AGA to acquire all of the outstanding Shares of AGA by means of an exchange offer (the “Offer”) and a subsequent merger (the “Merger”) pursuant to the terms and conditions of the Merger Agreement. In the Offer, St. Jude Medical, through Asteroid, is offering to exchange for each Share accepted by Asteroid either $20.80 in cash, without interest, or $20.80 in fair market value of St. Jude Medical common stock (with the fraction of shares or number of shares of St. Jude Medical

4

common stock to equal $20.80 divided by the volume weighted average of the daily closing prices, determined by closing prices on the New York Stock Exchange for the ten trading days ending on and including the second trading day preceding the expected final expiration date of the Offer (the “exchange rate”)).  AGA stockholders may elect to receive either cash (the “cash election”) or St. Jude Medical common stock (the “stock election”) for each Share of AGA stock tendered in the Offer.  Cash elections and stock elections are subject to proration and adjustment so that only 50% of the aggregate consideration paid in the Offer will be cash and only 50% will be St. Jude Medical common stock.  The obligation of Asteroid to accept for payment and pay the Offer consideration for any Shares tendered in the Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares (excluding Shares tendered by guaranteed delivery for which the underlying Shares have not been received), which, together with the Shares then owned by St. Jude Medical and any of its subsidiaries, represent at least a majority of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”), and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under applicable foreign antitrust laws.

Pursuant to the Merger Agreement, promptly upon payment by Asteroid for the Shares tendered pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, St. Jude Medical is entitled to designate representatives to serve on AGA’s board of directors in proportion to its, Asteroid’s and their affiliates ownership of the Shares following such purchase, provided, however, that St. Jude Medical is entitled to designate at least a majority of AGA’s board of directors as long as St. Jude Medical and its affiliates beneficially own a majority of the Shares.  Under the terms of the Merger Agreement, AGA has agreed to take all action reasonably necessary to cause St. Jude Medical’s designees to be elected or appointed to AGA’s board of directors, including, at St. Jude Medical’s option, increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both, and to cause individuals designated by St. Jude Medical to constitute at least the same percentage (rounded up to the next whole number) as is on the AGA board of directors of (i) each committee of the AGA board of directors, (ii) each board of directors (or similar body) of each subsidiary, and (iii) each committee (or similar body) of each such board.  As of the filing of this Schedule 13D, St. Jude Medical has not determined who will be its designees to AGA’s board of directors, but the designees will be selected from among the following current executive officers of St. Jude Medical, whose business address, current principal occupation or employment and employment history are set forth in Schedule I hereto: Daniel J. Starks, John C. Heinmiller, Michael T. Rousseau, Frank J. Callaghan, Christopher G. Chavez, Eris S. Fain, M.D., Denis Gestin, Jane J. Song, Behzad Khosravi, Angela D. Craig, Pamela S. Krop, Thomas R. Northenscold, and Donald J. Zurbay.  St. Jude Medical expects that such representation on AGA’s board of directors will permit it to exert substantial influence over AGA’s conduct of its business and operations.

Pursuant to the Merger Agreement, AGA has granted to Asteroid an irrevocable option (the “Top-Up Option”) to purchase newly-issued Shares in an amount up to the lowest number of Shares that, when added to the aggregate number of Shares owned by St. Jude Medical and Asteroid, will constitute one share of AGA common stock more than 90% of the total Shares outstanding.  Subject to applicable legal and regulatory requirements, the Top-Up Option is exercisable by Asteroid if, following completion of the Offer, St. Jude Medical or Asteroid beneficially own at least 75% of the outstanding Shares.  The consideration payable by St. Jude Medical upon exercise of the Top-Up Option will have a value equal to $20.80, payable in cash to the extent of the par value of shares of AGA common stock so purchased, and, as to the balance for the shares of AGA common stock so purchased, payable in cash, shares of St. Jude Medical common stock (valued at the exchange rate), a promissory note (bearing interest at the prime rate and with a one-year maturity date), or a combination of the foregoing.  If the Top-Up Option is exercised, St. Jude Medical and Asteroid are obligated to consummate as promptly as practicable the Merger described below to acquire all remaining Shares not acquired in the Offer. The Top-Up Option terminates concurrently with any termination of the Merger Agreement.

If the Offer is completed, the Offer will be followed by the Merger of Asteroid with and into AGA, with AGA surviving as an indirect wholly-owned subsidiary of St. Jude Medical, and in which any remaining Shares not tendered in the Offer will be converted into the right to receive $20.80 in cash, without interest, or a fraction of a share or number of shares of St. Jude Medical common stock equal to the exchange rate, except for Shares with respect to which appraisal rights under Delaware law are properly exercised.  Each stockholder whose Shares are exchanged in the Merger will receive the cash consideration for 50% of his/her/its Shares and will receive stock

5

consideration for the remaining 50% of his/her/its shares converted in the Merger.  Stock options, restricted stock units and purchase rights under the AGA Employee Stock Purchase Plan outstanding as of the effective time of the Merger will be cancelled and exchanged in connection with the Merger in exchange for certain cash payments, as described in the Merger Agreement.  In addition, at the effective time of the Merger (i) each Share held in the treasury of AGA or owned, directly or indirectly, by St. Jude Medical, Asteroid or any wholly-owned subsidiary of AGA immediately prior to the effective time of the Merger will be cancelled for no consideration, (ii) the certificate of incorporation of AGA will be amended and restated, (ii) the bylaws of AGA will be amended and restated to read the same as the bylaws of Asteroid as in effect immediately prior to the effective time, and (iii) the directors and officers of Asteroid immediately prior to the effective time will be the directors of the surviving corporation in the Merger.  Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on The NASDAQ Global Select Market.  In addition, the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Securities Exchange Act of 1934, as amended.  St. Jude Medical intends to seek to cause AGA to apply for termination of registration of the AGA Shares as soon as possible after consummation of the Offer, if the requirements for termination of registration are met.

Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to the willingness of St. Jude Medical and Asteroid to enter into the Merger Agreement, on October 15, 2010, Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P., Gougeon Shares,  LLC and The Frank L. Gougeon Revocable Trust (collectively, the “Tendering Stockholders”) entered into a Tender and Voting Agreement (the “Tender and Voting Agreement”) with St. Jude Medical.  Pursuant to the Tender and Voting Agreement, subject to the exception described below, the Tendering Stockholders have agreed, among other things, to (i) tender all Shares owned of record and beneficially by them (other than unexercised options, warrants and other rights to acquire Shares or Shares for which they do not have the power to dispose of) as of the date of the Tender and Voting Agreement or acquired thereafter (the “Covered Shares”) in the Offer; (ii) not withdraw their Shares from the Offer; (iii) vote all Covered Shares in favor of the Merger and the Merger Agreement and against any action, including any acquisition proposal, that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any transactions contemplated thereby; (iv) upon the payment by Asteroid for Shares tendered in the Offer representing at least the number of Shares satisfying the Minimum Condition to cause each of their designees on the AGA board of directors to resign promptly and to fill the resulting vacancies with directors designated by St. Jude Medical; (v) grant and appoint St. Jude Medical, and its executive officers and any other designee of St. Jude Medical as their irrevocable proxy to tender on their behalf their Covered Shares if they fail to do so within 5 business days after the commencement of the Offer and to vote the Covered Shares in accordance with clause (iii) above; and (vi) subject to certain exceptions, not to sell, transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of any of the Covered Shares.

Pursuant to the Tender and Voting Agreement, in the event the AGA board of directors withdraws or adversely changes its recommendation in favor of the Offer and the Merger or terminates the Merger Agreement to enter into an agreement with respect to a superior proposal, the obligation for the Tendering Stockholders to tender and not withdraw the Covered Shares and to vote such Covered Shares in the manner set forth above will be relieved with respect to the aggregate number of Covered Shares held by the Tendering Stockholders that is in excess of 30% of the total number of Shares outstanding on a fully diluted basis as of the release date.  All other Covered Shares, however, will remain subject to the terms and conditions described above.  The Tender and Voting Agreement will terminate upon the earliest of (i) the effective date of the Merger, (ii) written notice of termination by St. Jude Medical, (iii) March 1, 2011, (iv) the 15 th  day after the Merger Agreement is terminated in accordance with its terms (unless St. Jude Medical has amended the Offer or commenced a new offer for the Shares), (v) the date on which St. Jude Medical terminates, withdraws or abandons the Offer without making a new Offer, (vi) the date on which the Offer or a new Offer violates the terms of the Tender and Voting Agreement, and (viii) the date on which a third party acquires more than 50% of AGA’s outstanding voting securities on a fully diluted basis. St. Jude Medical did not pay any additional consideration to the Tendering Stockholders in connection with the execution and delivery of the Tender and Voting Agreement. The purpose of the Tender and Voting Agreement is to increase the likelihood that the Offer and the Merger will be consummated.

The foregoing summary descriptions of the Merger Agreement and Tender and Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the terms of the Merger Agreement and

6

Tender and Voting Agreement, copies of which are attached hereto as Exhibits 1 and 2 , respectively, each of which is incorporated herein by reference.

Other than as described in this Item 4, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, do any of the persons identified on Schedule I , currently have any plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.  The Reporting Persons intend to continue to review AGA and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel, and to further consider, whether any changes would be desirable in light of the circumstances then existing, and reserve the right to take such actions or effect such changes as they deems desirable.

Item 5.  Interest in Securities of the Issuer

(a)-(b)     Neither St. Jude Medical nor Asteroid directly own any Shares.  However, as described in Item 4 of this Schedule 13D, as a result of the Voting and Tender Agreement, based on information provided by the Tendering Stockholders, St. Jude Medical and Asteroid may be deemed to beneficially own an aggregate of 32,817,364 Shares (including a total of 8,857 options to purchase Shares currently exercisable or exercisable within 60 days of October 13, 2010), representing 65.3% of the outstanding Shares as of October 13, 2010.  The obligation to tender Shares underlying the 8,857 stock options pursuant to the Tender and Voting Agreement does not arise unless and until such stock options are exercised.  Of such Shares, St. Jude Medical and Asteroid have sole voting and dispositive power with respect to 0 Shares and may be deemed to have shared voting and dispositive power with respect to all such Shares.  St. Jude Medical and Asteroid may be deemed to share with the Tendering Stockholders the power to vote such Shares solely with respect to those matters described in Item 4 of this Schedule 13D and in the Tender and Voting Agreement, which are incorporated herein by reference.  St. Jude Medical and Asteroid also may be deemed to share with the Tendering Stockholders the power to dispose of such Shares solely to the extent provided for in the Tender and Voting Agreement, as more fully described in Item 4 of this Schedule 13D and in the Tender and Voting Agreement, which is incorporated herein by reference.

To St. Jude Medical’s and Asteroid’s knowledge, no Shares are beneficially owned by any of the persons named in Schedule I to this Schedule 13D, except for such beneficial ownership, if any, arising solely from the Tender and Voting Agreement.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by St. Jude Medical or Asteroid that it is the beneficial owner of any of the Shares referred to herein for purposes of the Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)           Neither St. Jude Medical nor Asteroid nor, to the knowledge of St. Jude Medical and Asteroid, any person identified in Schedule I to this Schedule 13D, has effected any transaction in the Shares during the past 60 days, except as disclosed herein.

(d)           To the knowledge of St. Jude Medical and Asteroid, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares covered by this Schedule 13D.

(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth in Item 4, neither St. Jude Medical nor Asteroid nor, to the best knowledge of St. Jude Medical and Asteroid, any person set forth on Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of AGA.  The description of the Merger Agreement and Voting and Tender Agreement contained in Item 4 are incorporated herein by reference.

7

Item 7.  Material to Be Filed as Exhibits

8

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.

9

Schedule I

Directors and Executive Officers of St. Jude Medical and Asteroid

1.      St. Jude Medical

The following table sets forth the names and principal occupations or employment and employment history of the directors and executive officers of St. Jude Medical.  The business address and address for each such person’s principal occupation or employment is c/o St. Jude Medical, Inc., One St. Jude Medical Drive, St. Paul, Minnesota, 55117.

2.              Asteroid

The following table sets forth the names and principal occupations or employment of the directors and executive officers and employment history of the directors and executive officers of Asteroid.  The business address and address for each such person’s principal occupation or employment is c/o Asteroid Subsidiary Corporation, One St. Jude Medical Drive, St. Paul, Minnesota, 55117.