SEC Form 4 · accession 0001127602-16-058697
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 26, 2016
Accepted (ET)
Jul 27, 2016 · 3:19 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 Shares | Jul 26, 2016 | M | 15,000 | $29.52 | A | 108,717 | D | |
| Ordinary Shares | Jul 26, 2016 | S | 15,000 | $87.00 | 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 | $29.52 | Jul 26, 2016 | M | 15,000 | D | — | Nov 30, 2021 | Ordinary Shares | 15,000 | 36,802 | D |
Explanation of responses
- F1This sale was made pursuant to a Rule 10b5-1 trading plan.
- F2In the Merger, Covidien options outstanding as of closing were converted into options to buy shares of New Medtronic. This option to purchase 51,802 New Medtronic ordinary shares for $29.52 per share was received in the Merger and represents the conversion of 36,070 Covidien ordinary shares for $42.39 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.