SEC Form 4 · accession 0000903423-15-000032
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carol A Surface
Officer — SVP, Chief HR Officer
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 9:53 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 | 72,152 | — | A | 72,152 | D | |
| Ordinary SharesF1 | Jan 26, 2015 | A | 497 | — | A | 497 | I | 401(k) |
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 | $57.65 | Jan 26, 2015 | A | 32,958 | A | — | Oct 28, 2023 | Ordinary Shares | 32,958 | 32,958 | D |
| Employee Stock Option (right to buy)F3 | $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)F4 | $62.76 | Jan 26, 2015 | A | 30,275 | A | — | Jul 28, 2024 | Ordinary Shares | 30,275 | 30,275 | 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 32,958New Medtronic ordinary shares for $57.65 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 32,958Medtronic common stock shares for $57.65 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F3This 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.
- F4This option to purchase 30,275 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 30,275 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.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney