SEC Form 4 · accession 0001225208-15-002220
Covidien plc · COV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Masterson
Officer — SVP and General Counsel
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 5:46 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 SharesF1 | Jan 26, 2015 | D | 1,738 | $0.00 | D | 116,868 | D | |
| Ordinary SharesF2 | Jan 26, 2015 | D | 116,868 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4,F3 | $39.18 | Jan 26, 2015 | D | 15,192 | D | — | Nov 30, 2020 | Ordinary Shares | 15,192 | 0 | D |
| Stock Option (Right to Buy)F4,F3 | $42.39 | Jan 26, 2015 | D | 21,468 | D | — | Nov 30, 2021 | Ordinary Shares | 21,468 | 0 | D |
| Stock Option (Right to Buy)F4,F3 | $67.49 | Jan 26, 2015 | D | 42,825 | D | — | Dec 1, 2023 | Ordinary Shares | 42,825 | 0 | D |
| Stock Option (Right to Buy)F4,F3 | $52.53 | Jan 26, 2015 | D | 36,272 | D | — | Dec 2, 2022 | Ordinary Shares | 36,272 | 0 | 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 share award granted on or after June 15, 2014 was converted into a New Medtronic award for the number of New Medtronic shares equal to the number of Covidien ordinary shares subject to the Covidien share award times 1.436 (the "Equity Award Conversion Ratio").
- F2Pursuant to the terms of 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, dividend equivalent units and previously unreported performance share units (including related dividend equivalent units).
- F3The 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.
- 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 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.