SEC Form 4 · accession 0001225208-15-002207

Covidien plc · COV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher J Coughlin

Director

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 5:40 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001385187

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1	Jan 26, 2015	D	49,475	$0.00	D	0	D
Ordinary Shares^F2	Jan 26, 2015	D	7,970	$0.00	D	0	I	By GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F4,F3	$41.47	Jan 26, 2015	D	14,109	D	—	Mar 6, 2015	Ordinary Shares	14,109	D
Stock Option (Right to Buy)^F4,F3	$41.66	Jan 26, 2015	D	55,004	D	—	Mar 9, 2015	Ordinary Shares	55,004	D
Stock Option (Right to Buy)^F4,F5	$39.32	Jan 26, 2015	D	10,521	D	—	Jul 2, 2017	Ordinary Shares	10,521	D
Stock Option (Right to Buy)^F4,F3	$33.76	Jan 26, 2015	D	55,004	D	—	Nov 21, 2015	Ordinary Shares	55,004	D

Explanation of responses

F1Pursuant to the terms of the Transaction Agreement, dated as of June 15, 2014 (the "Transaction Agreement"), by and between Covidien public limited company ("Covidien"), Medtronic, Inc., Kalani I Limited ("New Medtronic"), Makani II Limited, Aviation Acquisition Co., Inc., and Aviation Merger Sub, LLC, at the Effective Time (as defined in the Transaction Agreement) each Covidien ordinary share and each ordinary share underlying Covidien share awards granted prior to June 15, 2014 (including related dividend equivalent units) were cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26. Includes ordinary shares, restricted stock units and related dividend equivalent units
F2Pursuant to the terms of the Transaction Agreement, at the Effective Time (as defined in the Transaction Agreement) each Covidien ordinary share was cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26.
F3The option to purchase Covidien ordinary shares vested or was scheduled to vest in three equal annual installments beginning on the first anniversary of the date of grant.
F4Pursuant to the terms of the Transaction Agreement, each option to purchase Covidien shares was converted into an option to acquire a number of New Medtronic ordinary shares (rounded down to the nearest whole share) equal to the number of Covidien ordinary shares subject to the Covidien option times 1.436 (the "Equity Award Conversion Ratio"), at an exercise price (rounded up to the nearest whole cent) equal to the exercise price per Covidien ordinary share divided by the Equity Award Conversion Ratio.
F5The option to purchase Covidien ordinary shares vested or was scheduled to vest in four equal annual installments beginning on the first anniversary of the date of grant.