SEC Form 4 · accession 0001209191-15-007320

Medtronic plc · MDT

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

Reporting owner

Gary Lee Ellis

Officer — EVP & Chief Financial Officer

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 9:59 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	171,237	—	A	171,237	D
Ordinary Shares^F1	Jan 26, 2015	A	5,093	—	A	5,093	I	401(k)
Ordinary Shares^F1	Jan 26, 2015	A	7,632	—	A	7,632	I	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	$56.74	Jan 26, 2015	A	37,011	A	—	Oct 19, 2015	Ordinary Shares	37,011	37,011	D
Employee Stock option (right to buy)^F3	$48.70	Jan 26, 2015	A	41,068	A	—	Oct 30, 2016	Ordinary Shares	41,068	41,068	D
Employee Stock option (right to buy)^F4	$47.77	Jan 26, 2015	A	41,868	A	—	Oct 29, 2017	Ordinary Shares	41,868	41,868	D
Employee Stock option (right to buy)^F5	$36.24	Jan 26, 2015	A	55,188	A	—	Oct 27, 2018	Ordinary Shares	55,188	55,188	D
Employee Stock option (right to buy)^F6	$35.92	Jan 26, 2015	A	50,112	A	—	Aug 3, 2019	Ordinary Shares	50,112	50,112	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	91,744	A	—	Aug 1, 2021	Ordinary Shares	91,744	91,744	D
Employee Stock option (right to buy)^F9	$38.81	Jan 26, 2015	A	82,453	A	—	Jul 30, 2022	Ordinary Shares	82,453	82,453	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	71,192	A	—	Jul 28, 2024	Ordinary Shares	71,192	71,192	D
Employee Stock option (right to buy)^F14	$62.76	Jan 26, 2015	A	1,594	A	—	Jul 28, 2024	Ordinary Shares	1,594	1,594	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, in exchange for ordinary shares 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 $55.32per 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 $55.32per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F13This option to purchase 71,192 New Medtronic ordinary shares for $62.76 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 71,192 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 1,594 New Medtronic ordinary shares for $62.76 per share, which was partially vested 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.
F2This option to purchase 37,011 ordinary shares of New Medtronic for $56.74 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 37,011 Medtronic common stock shares for $56.74 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F3This option to purchase 41,068 New Medtronic ordinary shares 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 41,068 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.
F4This option to purchase 41,868 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 41,868 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.
F5This option to purchase 55,188 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 55,188 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.
F6This option to purchase 50,112 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 50,112 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.
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 91,744 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 91,744 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 82,453 New Medtronic ordinary shares for $38.81per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 82,453 Medtronic common stock shares for $38.81per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.