SEC Form 4 · accession 0001225208-15-002225

Covidien plc · COV

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

Reporting owner

Michael E Tarnoff

Officer — Vice President

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 Shares^F1	Jan 26, 2015	D	11,923	$0.00	D	43,985	D
Ordinary Shares^F2	Jan 26, 2015	D	43,985	$0.00	D	0	D

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	$45.20	Jan 26, 2015	D	699	D	—	Feb 29, 2020	Ordinary Shares	699	D
Stock Option (Right to Buy)^F4,F3	$46.06	Jan 26, 2015	D	1,115	D	—	Mar 31, 2020	Ordinary Shares	1,115	D
Stock Option (Right to Buy)^F4,F3	$43.44	Jan 26, 2015	D	3,816	D	—	Nov 30, 2019	Ordinary Shares	3,816	D
Stock Option (Right to Buy)^F4,F3	$39.18	Jan 26, 2015	D	17,161	D	—	Nov 30, 2020	Ordinary Shares	17,161	D
Stock Option (Right to Buy)^F4,F3	$42.39	Jan 26, 2015	D	39,149	D	—	Nov 30, 2021	Ordinary Shares	39,149	D
Stock Option (Right to Buy)^F4,F3	$67.49	Jan 26, 2015	D	34,260	D	—	Dec 1, 2023	Ordinary Shares	34,260	D
Stock Option (Right to Buy)^F4,F3	$52.53	Jan 26, 2015	D	32,819	D	—	Dec 2, 2022	Ordinary Shares	32,819	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.