SEC Form 4 · accession 0001209191-15-007304

Medtronic plc · MDT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher J OConnell

Officer — See Remarks

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 9:48 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 Shares^F1	Jan 26, 2015	A	98,706	—	A	98,706	D
Ordinary Shares^F1	Jan 26, 2015	A	2,654	—	A	2,654	I	by ESOP

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	$48.70	Jan 26, 2015	A	15,401	A	—	Oct 30, 2016	Ordinary Shares	15,401	15,401	D
Employee Stock Option (right to buy)^F3	$47.77	Jan 26, 2015	A	17,794	A	—	Oct 29, 2017	Ordinary Shares	17,794	17,794	D
Employee Stock Option (right to buy)^F4	$36.24	Jan 26, 2015	A	33,113	A	—	Oct 27, 2018	Ordinary Shares	33,113	33,113	D
Employee Stock Option (right to buy)^F5	$35.92	Jan 26, 2015	A	33,408	A	—	Aug 3, 2019	Ordinary Shares	33,408	33,408	D
Employee Stock Option (right to buy)^F6	$36.12	Jan 26, 2015	A	27,686	A	—	Nov 2, 2019	Ordinary Shares	27,686	27,686	D
Employee Stock Option (right to buy)^F7	$37.53	Jan 26, 2015	A	70,984	A	—	Aug 2, 2020	Ordinary Shares	70,984	70,984	D
Employee Stock Option (right to buy)^F8	$34.88	Jan 26, 2015	A	84,060	A	—	Aug 1, 2021	Ordinary Shares	84,060	84,060	D
Employee Stock Option (right to buy)^F9	$38.81	Jan 26, 2015	A	75,548	A	—	Jul 30, 2022	Ordinary Shares	75,548	75,548	D
Employee Stock Option (right to buy)^F10	$41.60	Jan 26, 2015	A	2,404	A	—	Oct 29, 2022	Ordinary Shares	2,404	2,404	D
Employee Stock Option (right to buy)^F11	$55.32	Jan 26, 2015	A	60,250	A	—	Jul 29, 2023	Ordinary Shares	60,250	60,250	D
Employee Stock Option (right to buy)^F12	$55.32	Jan 26, 2015	A	1,808	A	—	Jul 29, 2023	Ordinary Shares	1,808	1,808	D
Employee Stock Option (right to buy)^F13	$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)^F14	$62.76	Jan 26, 2015	A	56,852	A	—	Jul 28, 2024	Ordinary Shares	56,852	56,852	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.
F10This option to purchase 2,404 New Medtronic ordinary shares for $41.60 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,404 Medtronic common stock shares for $41.60 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F11This option to purchase 60,250 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 60,250 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F12This option to purchase 1,808 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,808 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F13This 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.
F14This option to purchase 56,852 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 56,852 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.
F2This option to purchase 15,401 ordinary shares of New Medtronic for $48.70 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 15,401 Medtronic common stock shares for $48.70 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F3This option to purchase 17,794 New Medtronic ordinary shares for $47.77 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 17,794 Medtronic common stock shares for $47.77 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F4This option to purchase 33,113 New Medtronic ordinary shares for $36.24 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 33,113 Medtronic common stock shares for $36.24 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F5This option to purchase 33,408 New Medtronic ordinary shares for $35.92 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 33,408 Medtronic common stock shares for $35.92 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F6This option to purchase 27,686 New Medtronic ordinary shares for $36.12 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 27,686 Medtronic common stock shares for $36.12 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F7This option to purchase 70,984 New Medtronic ordinary shares for $37.53 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 70,984 Medtronic common stock shares for $37.53 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F8This option to purchase 84,060 New Medtronic ordinary shares for $34.88 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 84,060 Medtronic common stock shares for $34.88 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F9This option to purchase 75,548 New Medtronic ordinary shares for $38.81 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 75,548 Medtronic common stock shares for $38.81 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