SEC Form 4 · accession 0001209191-15-007327

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

Richard Kuntz

Officer — SrVP & Chief Scien, Clin, Reg

Period of report

Jan 26, 2015

Accepted (ET)

Jan 29, 2015 · 6:19 am 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	97,651	—	A	97,651	D

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	$53.47	Jan 26, 2015	A	18,703	A	—	Oct 10, 2015	Ordinary Shares	18,703	18,703	D
Employee Stock Option (right to buy)^F3	$56.74	Jan 26, 2015	A	16,744	A	—	Oct 19, 2015	Ordinary Shares	16,744	16,744	D
Employee Stock Option (right to buy)^F4	$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)^F5	$47.77	Jan 26, 2015	A	23,028	A	—	Oct 29, 2017	Ordinary Shares	23,028	23,028	D
Employee Stock Option (right to buy)^F6	$36.24	Jan 26, 2015	A	35,872	A	—	Oct 27, 2018	Ordinary Shares	35,872	35,872	D
Employee Stock Option (right to buy)^F7	$35.92	Jan 26, 2015	A	30,624	A	—	Aug 3, 2019	Ordinary Shares	30,624	30,624	D
Employee Stock Option (right to buy)^F8	$37.53	Jan 26, 2015	A	35,492	A	—	Aug 2, 2020	Ordinary Shares	35,492	35,492	D
Employee Stock Option (right to buy)^F9	$34.88	Jan 26, 2015	A	45,872	A	—	Aug 1, 2021	Ordinary Shares	45,872	45,872	D
Employee Stock Option (right to buy)^F10	$38.81	Jan 26, 2015	A	41,227	A	—	Jul 30, 2022	Ordinary Shares	41,227	41,227	D
Employee Stock Option (right to buy)^F11	$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)^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	$55.32	Jan 26, 2015	A	38,558	A	—	Jul 29, 2023	Ordinary Shares	38,558	38,558	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
Employee Stock Option (right to buy)^F15	$62.76	Jan 26, 2015	A	36,138	A	—	Jul 28, 2024	Ordinary Shares	36,138	36,138	D
Employee Stock Option (right to buy)^F16	$74.84	Jan 27, 2015	A	11,692	A	—	Jan 27, 2025	Ordinary Shares2	11,692	8,686	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 41,227 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 41,227 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.
F11This 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.
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 38,558 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 38,558 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.
F14This 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.
F15This option to purchase 36,138 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 36,138 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.
F16This option becomes exercisable on June 29, 2018, subject to New Medtronic's achievement of a pre-specified cash Earnings Per Share Growth Rate for fiscal years 2016 through 2018.
F2This option to purchase 18,703 ordinary shares of New Medtronic for $53.47 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 18,703 Medtronic common stock shares for $53.47 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
F3This option to purchase 16,744 New Medtronic ordinary shares 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 16,744 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.
F4This option to purchase 15,401 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 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.
F5This option to purchase 23,028 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 23,028 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.
F6This option to purchase 35,872 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 35,872 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.
F7This option to purchase 30,624 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 30,624 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.
F8This option to purchase 35,492 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 35,492 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.
F9This option to purchase 45,872 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 45,872 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.

Remarks

Exhibit List Exhibit 24 - Power of Attorney