SEC Form 4 · accession 0001127602-16-057569
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan C Hanson
Officer — EVP, President, MITG
Period of report
Jul 5, 2016
Accepted (ET)
Jul 6, 2016 · 4:32 pm EDT
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 | Jul 5, 2016 | M | 15,272 | $27.29 | A | 108,989 | D | |
| Ordinary Shares | Jul 5, 2016 | S | 15,272 | $87.11 | D | 93,717 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $27.29 | Jul 5, 2016 | M | 15,272 | D | — | Nov 30, 2020 | Ordinary Shares | 15,272 | 0 | D |
Explanation of responses
- F1This balance increased by 234 shares due to exempt transactions such as dividend reinvestment.
- F2In the Merger, Covidien options outstanding as of closing were converted into options to buy shares of New Medtronic. This option to purchase 15,272 New Medtronic ordinary shares for $27.29 per share was received in the Merger and represents the conversion of 10,634 Covidien ordinary shares for $39.18 per share, which were partially vested at the time of the Merger. The conversion ratio and exercise price was calculated according to the terms of the Transaction Agreement, which does not allow for options on fractional shares of New Medtronic. Other than as to the number of underlying shares and the exercise price, this New Medtronic stock option has the same terms and conditions as the original Covidien stock option.