SEC Form 4 · accession 0001209191-15-007220

MEDTRONIC INC · MDT

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

Reporting owner

Geoffrey Martha

Officer — Sr VP, Strategy & Bus Dev

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 8:10 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000064670

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common stock^F1	Jan 26, 2015	D	25,534	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F2	$34.88	Jan 26, 2015	D	28,670	D	—	Aug 1, 2021	Common stock	28,670	D
Employee Stock Option (right to buy)^F3	$38.81	Jan 26, 2015	D	21,129	D	—	Jul 30, 2022	Common stock	21,129	D
Employee Stock Option (right to buy)^F4	$41.60	Jan 26, 2015	D	2,404	D	—	Oct 29, 2022	Common stock	2,404	D
Employee Stock Option (right to buy)^F5	$55.32	Jan 26, 2015	D	1,808	D	—	Jul 29, 2023	Common stock	1,808	D
Employee Stock Option (right to buy)^F6	$55.32	Jan 26, 2015	D	20,481	D	—	Jul 29, 2023	Common stock	20,481	D
Employee Stock Option (right to buy)^F7	$62.76	Jan 26, 2015	D	1,594	D	—	Jul 28, 2024	Common stock	1,594	D
Employee Stock Option (right to buy)^F8	$62.76	Jan 26, 2015	D	27,619	D	—	Jul 28, 2024	Common stock	27,619	D

Explanation of responses

F1Represents shares of Medtronic, Inc. ("Medtronic"), including a balance increase of 311.393 shares since the officer's last Form 4 filing due to exempt transactions such as dividend reinvestment, disposed of pursuant to the merger (the "Merger") of a wholly-owned subsidiary of Medtronic plc ("New Medtronic") with and into 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.
F2This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 28,670 ordinary shares of New Medtronic for $34.88 per share with the same terms and conditions as the original Medtronic stock option.
F3This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 21,129 ordinary shares of New Medtronic for $38.81 per share with the same terms and conditions as the original Medtronic stock option.
F4This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 2,404 ordinary shares of New Medtronic for $41.60 per share with the same terms and conditions as the original Medtronic stock option.
F5This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,808 ordinary shares of New Medtronic for $55.32 per share with the same terms and conditions as the original Medtronic stock option.
F6This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 20,481 ordinary shares of New Medtronic for $55.32 per share with the same terms and conditions as the original Medtronic stock option.
F7This option, which was unvested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,594 ordinary shares of New Medtronic for $62.76 per share with the same terms and conditions as the original Medtronic stock option.
F8This option, which was unvested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 27,619 ordinary shares of New Medtronic for $62.76 per share with the same terms and conditions as the original Medtronic stock option.