Form 4 WEISNER AIMEE S For: Feb 25 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEISNER AIMEE S

(Last)

(First)

(Middle)

C/O ABBOTT MEDICAL OPTICS INC., 1700 E. ST. ANDREW PLACE

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABBOTT MEDICAL OPTICS INC [EYE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2009		U		1,983.1275 ⁽¹⁾	D	$ 22	4,333.4724 ⁽²⁾	D
Common Stock	02/25/2009		S		1,583.4724 ⁽³⁾	D	$ 21.98	2,750	D
Common Stock	02/25/2009		F		984 ⁽⁵⁾	D	$ 22.01	1,766	D
Common Stock	02/26/2009		D		1,766 ⁽⁴⁾	D	$ 22	0	D
Common Stock	02/25/2009		A		4,800 ⁽⁶⁾	A	$ 0	4,800	D
Common Stock	02/25/2009		F		1,716 ⁽⁵⁾	D	$ 22.01	3,084	D
Common Stock	02/26/2009		D		3,084 ⁽⁴⁾	D	$ 22	0	D
Common Stock	02/25/2009		A		2,700 ⁽⁶⁾	A	$ 0	2,700	D
Common Stock	02/25/2009		F		966 ⁽⁵⁾	D	$ 22.01	1,734	D
Common Stock	02/26/2009		D		1,734 ⁽⁶⁾	D	$ 22	0	D
Common Stock	02/25/2009		A		3,600 ⁽⁶⁾	A	$ 0	3,600	D
Common Stock	02/25/2009		F		1,287 ⁽⁵⁾	D	$ 22.01	2,313	D
Common Stock	02/26/2009		D		2,313 ⁽⁶⁾	D	$ 22	0	D
Common Stock	02/25/2009		U		3,286 ⁽¹⁾	D	$ 22	0 ⁽²⁾	I	Shares had been held by family trust
Common Stock	02/26/2009		U		303.1909 ⁽¹⁾	D	$ 22	0	I	Shares had been held by 401(k) Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 13.715

02/26/2009

D⁽⁷⁾

27,306

02/02/2005

02/02/2011

Common Stock

27,306

$ 0

by family trust

Employee Stock Option (Right to Buy)

$ 8.99

02/26/2009

D⁽⁸⁾

80,000

07/29/2006

07/29/2012

Common Stock

80,000

$ 0

by family trust

Employee Stock Option (Right to Buy)

$ 13.85

02/26/2009

D⁽⁹⁾

35,000

04/29/2007

04/29/2013

Common Stock

35,000

$ 0

by family trust

Employee Stock Option (Right to Buy)

$ 33.72

02/26/2009

D⁽¹⁰⁾

55,000

05/20/2008

05/20/2014

Common Stock

55,000

$ 0

by family trust

Employee Stock Option (Right to Buy)

$ 38.2

02/26/2009

D⁽¹¹⁾

45,000

02/25/2009

05/26/2015

Common Stock

45,000

$ 0

by family trust

Employee Stock Option (Right to Buy)

$ 22.94

02/26/2009

D⁽¹²⁾

85,000

02/25/2009

05/29/2018

Common Stock

85,000

$ 0

Explanation of Responses:

1. These shares were tendered to Rainforest Acquisition Inc. ("Purchaser") pursuant to Purchaser?s offer to purchase all of the outstanding shares of Advanced Medical Optics, Inc. (the "Issuer") at a cash purchase price of $22.00 per share, without interest, and subject to any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on January 27, 2009, as amended (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on February 25, 2009.

2. Includes an aggregate of 3,566.5999 shares of common stock acquired through the issuer's Employee Stock Purchase Plan through February 24, 2009.

3. Open market sale of shares acquired through the issuer's Employee Stock Purchase Plan.

4. These shares were canceled pursuant to the Agreement and Plan of Merger, dated January 11, 2009, by and among Abbott Laboratories, Purchaser and the Issuer (the "Merger Agreement"), in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes) at the effective time of the merger.

5. Shares withheld in satisfaction of tax obligations attributable to the lapse of restrictions on stock award or in satisfaction of tax withholding attributable to vesting and settlement of restricted stock units.

6. The exempt restricted stock units (previously reported on Table II) vested in full and were settled for shares of Issuer Common Stock in accordance with the terms of the applicable equity plan. At the effective time of the merger, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive cash payment of $22.00 per share in cash (without interest and subject to any required withholding taxes).

7. This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 11,203 shares of Abbott Laboratories common stock at an exercise price of $33.43 per share, determined pursuant to a formula set forth in the Merger Agreement.

8. This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 32,823 shares of Abbott Laboratories common stock at an exercise price of $21.92 per share, determined pursuant to a formula set forth in the Merger Agreement.

9. This previously reported exempt stock option, which had vested as to 100% of the underlying shares in accordance with its terms, and which is held in the name of the reporting person's family trust, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 14,360 shares of Abbott Laboratories common stock at an exercise price of $33.76 per share, determined pursuant to a formula set forth in the Merger Agreement.

10. This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 22,566 shares of Abbott Laboratories common stock at an exercise price of $82.19 per share, determined pursuant to a formula set forth in the Merger Agreement.

11. This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 18,463 shares of Abbott Laboratories common stock at an exercise price of $93.11per share, determined pursuant to a formula set forth in the Merger Agreement.

12. This previously reported exempt stock option, which was to have vested ratably over the first four years from the date of grant, will be exchanged for a fully vested stock option issued by Abbott Laboratories to purchase 34,875 shares of Abbott Laboratories common stock at an exercise price of $55.92 per share, determined pursuant to a formula set forth in the Merger Agreement.

	Aimee S. Weisner	02/27/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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