SEC Form 4 · accession 0001209191-15-007316
Medtronic plc · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Randall J Hogan
Director
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 9:55 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 | 16,523 | — | A | 16,523 | 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 | $27.38 | Jan 26, 2015 | A | 15,109 | A | — | Jul 2, 2017 | Ordinary Shares | 15,109 | 15,109 | D |
Explanation of responses
- F1Represents shares of Medtronic plc ("New Medtronic") acquired pursuant to the merger (the "Merger", executed pursuant to the "Transaction Agreement") of a wholly-owned subsidiary of New Medtronic with and into Covidien plc ("Covidien"), with Covidien surviving as a wholly-owned subsidiary of New Medtronic, 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 Covidien ordinary share was cancelled and converted into the right to receive 0.956 ordinary shares of New Medtronic and $35.19. Under the terms of the Transaction Agreement, Covidien shareholders received cash in lieu of fractional shares of New Medtronic.
- F2In the Merger, Covidien options outstanding as of closing were converted into options to buy shares of New Medtronic. This option to purchase 15,109 New Medtronic ordinary shares for $27.38 per share was received in the Merger and represents the conversion of 10,521 Covidien ordinary shares for $39.32 per share, which were fully 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.
Remarks
Exhibit List Exhibit 24 - Power of Attorney