SEC Form 4 · accession 0000903423-15-000027
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Geoffrey Martha
Officer — Sr VP, Strategy & Bus Dev
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 9:45 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 | 25,534 | — | A | 25,534 | 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 | $34.88 | Jan 26, 2015 | A | 28,670 | A | — | Aug 1, 2021 | Ordinary Shares | 28,670 | 28,670 | D |
| Employee Stock Option (right to buy)F3 | $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)F4 | $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)F5 | $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)F6 | $55.32 | Jan 26, 2015 | A | 20,481 | A | — | Jul 29, 2023 | Ordinary Shares | 20,481 | 20,481 | D |
| Employee Stock Option (right to buy)F7 | $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)F8 | $62.76 | Jan 26, 2015 | A | 27,619 | A | — | Jul 28, 2024 | Ordinary Shares | 27,619 | 27,619 | D |
| Employee Stock option (right to buy)F9 | $74.84 | Jan 27, 2015 | A | 8,686 | A | — | Jan 27, 2025 | Ordinary Shares | 8,686 | 8,686 | 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.
- F2This option to purchase 28,670 ordinary shares of New Medtronic 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 28,670 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.
- F3This option to purchase 21,129 New Medtronic ordinary shares for $38.81 per 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 $38.81 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F4This 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.
- F5This option to purchase 1,808 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 1,808 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.
- F6This option to purchase 20,481 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 20,481 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.
- F7This 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.
- F8This option to purchase 27,619 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 27,619 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.
- F9This option becomes exercisable on June 29, 2018, subject to New Medtronic's achievement of a pre-specified cash Earnings Per Share Growth Rate for fiscal years 2016 through 2018.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney