SEC Form 4 · accession 0000903423-15-000025
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rob Ten Hoedt
Officer — EVP & President EMEAC
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 9:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001613103
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Jan 26, 2015 | A | 29,991 | — | A | 29,991 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $36.24 | Jan 26, 2015 | A | 2,760 | A | — | Oct 27, 2018 | Ordinary Shares | 2,760 | 2,760 | D |
| Employee Stock Option (right to buy)F3 | $35.92 | Jan 26, 2015 | A | 7,656 | A | — | Aug 3, 2019 | Ordinary Shares | 7,656 | 7,656 | D |
| Employee Stock Option (right to buy)F4 | $37.53 | Jan 26, 2015 | A | 8,154 | A | — | Aug 2, 2020 | Ordinary Shares | 8,154 | 8,154 | D |
| Employee Stock Option (right to buy)F5 | $34.88 | Jan 26, 2015 | A | 7,168 | A | — | Aug 1, 2021 | Ordinary Shares | 7,168 | 7,168 | D |
| Employee Stock Option (right to buy)F6 | $38.81 | Jan 26, 2015 | A | 21,129 | A | — | Jul 30, 2022 | Ordinary Shares | 21,129 | 21,129 | D |
| Employee Stock Option (right to buy)F7 | $41.60 | Jan 26, 2015 | A | 2,404 | A | — | Oct 29, 2022 | Ordinary Shares | 2,404 | 2,404 | D |
| Employee Stock Option (right to buy)F8 | $55.32 | Jan 26, 2015 | A | 14,823 | A | — | Jul 29, 2023 | Ordinary Shares | 14,823 | 14,823 | D |
| Employee Stock Option (right to buy)F9 | $55.32 | Jan 26, 2015 | A | 1,808 | A | — | Jul 29, 2023 | Ordinary Shares | 1,808 | 1,808 | D |
| Employee Stock Option (right to buy)F10 | $62.76 | Jan 26, 2015 | A | 1,594 | A | — | Jul 28, 2024 | Ordinary Shares | 1,594 | 1,594 | D |
| Employee Stock Option (right to buy)F11 | $62.76 | Jan 26, 2015 | A | 20,714 | A | — | Jul 28, 2024 | Ordinary Shares | 20,714 | 20,714 | D |
Explanation of responses
- F1Represents shares of Medtronic plc ("New Medtronic") acquired pursuant to the merger (the "Merger") of a wholly-owned subsidiary of New Medtronic with and into Medtronic, Inc. ("Medtronic"), with Medtronic surviving as a wholly-owned subsidiary of New Medtronic, which was consummated after and conditioned on New Medtronic's acquisition of Covidien plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Medtronic common share was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the officer received cash in lieu of fractional shares of New Medtronic and restricted stock units were rounded up to the nearest whole share.
- F10This option to purchase 1,594 New Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,594 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F11This option to purchase 20,714 New Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Merger, was received in the Merger and represents the conversion of 20,714 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F2This option to purchase 2,760 New Medtronic ordinary shares for $36.24 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,760 Medtronic common stock shares for $36.24 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F3This option to purchase 7,656 New Medtronic ordinary shares for $35.92 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 7,656 Medtronic common stock shares for $35.92 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F4This option to purchase 8,154 New Medtronic ordinary shares for $37.53 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 8,154 Medtronic common stock shares for $37.53 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F5This option to purchase 7,168 New Medtronic ordinary shares for $34.88 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 7,168 Medtronic common stock shares for $34.88 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F6This option to purchase 21,129 New Medtronic ordinary shares for $38.81per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 21,129 Medtronic common stock shares for $38.81per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F7This option to purchase 2,404 New Medtronic ordinary shares for $41.60 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,404 Medtronic common stock shares for $41.60 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F8This option to purchase 14,823 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 14,823 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F9This option to purchase 1,808 New Medtronic ordinary shares for $55.32per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,808 Medtronic common stock shares for $55.32per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
Remarks
Exhibit List : Exhibit 24 - Power of Attorney