SEC Form 4 · accession 0000903423-15-000035
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
Bradley E Lerman
Officer — SVP General Counsel & Corp Sec
Period of report
Jan 26, 2015
Accepted (ET)
Jan 29, 2015 · 9:57 am 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 | 42,459 | — | A | 42,459 | 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 | $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)F3 | $62.76 | Jan 26, 2015 | A | 39,835 | A | — | Jul 28, 2024 | Ordinary Shares | 39,835 | 39,835 | D |
| Employee Stock Option (right to buy)F4 | $74.84 | Jan 27, 2015 | A | 12,694 | A | — | Jul 28, 2024 | Ordinary Shares | 12,694 | 12,694 | 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 become 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."
- F3This option to purchase 39,835 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 39,835 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 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