SEC Form 4 · accession 0001209191-15-007227
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott C Donnelly
Director
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 8:22 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 | 245 | — | A | 245 | I | By Spouse Rev Trust |
| Ordinary SharesF1 | Jan 26, 2015 | A | 1,986 | — | A | 1,986 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2 | — | Jan 26, 2015 | A | 642 | A | — | — | Ordinary Shares | 642 | 642 | D |
Explanation of responses
- F1Represents shares of Medtronic plc ("New Medtronic"), including deferred units credited under a Medtronic, Inc. equity-based plan to be paid in Medtronic, Inc. common stock upon the director's resignation or retirement, 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 (including each deferred unit) was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the director received cash in lieu of fractional shares of New Medtronic and deferred units were rounded up to the nearest whole share.
- F2This phantom stock was received in the Merger and represents the conversion of 641.189 Medtronic phantom stock shares. It was assumed by New Medtronic with the same terms and conditions as the original Medtronic phantom stock. Shares of phantom stock and dividend equivalents are payable in cash upon retirement or the reporting person's termination. The reporting person may transfer his phantom stock account into an alterntative investment account at any time. Under the terms of the Merger, phantom stock units were rounded up to the nearest whole share.
Remarks
Exhibit List Exhibit 24 - Power of Attorney