SEC Form 4 · accession 0001209191-15-007312
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James T Lenehan
Director
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 9:53 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,F2 | Jan 26, 2015 | A | 33,489 | — | A | 33,489 | 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)F3 | $54.14 | Jan 26, 2015 | A | 2,586 | A | — | Jan 18, 2017 | Ordinary Shares | 2,586 | 2,586 | D |
| Stock option (right to buy)F4 | $54.14 | Jan 26, 2015 | A | 801 | A | — | Jan 18, 2017 | Ordinary Shares | 801 | 801 | D |
| Stock option (right to buy)F5 | $52.84 | Jan 26, 2015 | A | 1,010 | A | — | Sep 1, 2017 | Ordinary Shares | 1,010 | 1,010 | D |
| Stock option (right to buy)F6 | $50.34 | Jan 26, 2015 | A | 1,590 | A | — | Apr 28, 2018 | Ordinary Shares | 1,590 | 1,590 | D |
| Stock option (right to buy)F7 | $29.96 | Jan 26, 2015 | A | 2,671 | A | — | Apr 27, 2019 | Ordinary Shares | 2,671 | 2,671 | D |
| Stock option (right to buy)F8 | $44.13 | Jan 26, 2015 | A | 1,813 | A | — | May 3, 2020 | Ordinary Shares | 1,813 | 1,813 | 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. (Continued in Footnote 2)
- F2At 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 and each Covidien plc ordinary share was converted into the right to receive 0.956 shares of New Medtronic and cash in accordance with the terms of the Merger. 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.
- F3This option to purchase 2,586 ordinary shares of New Medtronic for $54.14 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,586 Medtronic common stock shares for $54.14 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F4This option to purchase 801 New Medtronic ordinary shares for $54.14 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 801 Medtronic common stock shares for $54.14 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F5This option to purchase 1,010 New Medtronic ordinary shares for $52.84 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,010 Medtronic common stock shares for $52.84 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F6This option to purchase 1,590 New Medtronic ordinary shares for $50.34 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,590 Medtronic common stock shares for $50.34 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F7This option to purchase 2,671 New Medtronic ordinary shares for $29.96 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,671 Medtronic common stock shares for $29.96 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
- F8This option to purchase 1,813 New Medtronic ordinary shares for $44.13 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,813 Medtronic common stock shares for $44.13 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