SEC Form 4 · accession 0001209191-15-007266

MEDTRONIC INC · MDT

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

Reporting owner

Christopher J OConnell

Officer — See Remarks

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 9:29 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	98,706	—	D	0	D
Common stock^F1	Jan 26, 2015	D	2,654	—	D	0	I	by ESOP

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	$48.70	Jan 26, 2015	D	15,401	D	—	Oct 30, 2016	Common stock	15,401	D
Employee Stock Option (right to buy)^F3	$47.77	Jan 26, 2015	D	17,794	D	—	Oct 29, 2017	Common stock	17,794	D
Employee Stock Option (right to buy)^F4	$36.24	Jan 26, 2015	D	33,113	D	—	Oct 27, 2018	Common stock	33,113	D
Employee Stock Option (right to buy)^F5	$35.92	Jan 26, 2015	D	33,408	D	—	Aug 3, 2019	Common stock	33,408	D
Employee Stock Option (right to buy)^F6	$36.12	Jan 26, 2015	D	27,686	D	—	Nov 2, 2019	Common stock	27,686	D
Employee Stock Option (right to buy)^F7	$37.53	Jan 26, 2015	D	70,984	D	—	Aug 2, 2020	Common stock	70,984	D
Employee Stock Option (right to buy)^F8	$34.88	Jan 26, 2015	D	84,060	D	—	Aug 1, 2021	Common stock	84,060	D
Employee Stock Option (right to buy)^F9	$38.81	Jan 26, 2015	D	75,548	D	—	Jul 30, 2022	Common stock	75,548	D
Employee Stock Option (right to buy)^F10	$41.60	Jan 26, 2015	D	2,404	D	—	Oct 29, 2022	Common stock	2,404	D
Employee Stock Option (right to buy)^F11	$55.32	Jan 26, 2015	D	60,250	D	—	Jul 29, 2023	Common stock	60,250	D
Employee Stock Option (right to buy)^F12	$55.32	Jan 26, 2015	D	1,808	D	—	Jul 29, 2023	Common stock	1,808	D
Employee Stock Option (right to buy)^F13	$62.76	Jan 26, 2015	D	1,594	D	—	Jul 28, 2024	Common stock	1,594	D
Employee Stock Option (right to buy)^F14	$62.76	Jan 26, 2015	D	56,852	D	—	Jul 28, 2024	Common stock	56,852	D

Explanation of responses

F1Represents shares of Medtronic, Inc. ("Medtronic"), including a balance increase of 341.241 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.
F10This 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.
F11This 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 60,250 ordinary shares of New Medtronic for $55.32 per share with the same terms and conditions as the original Medtronic stock option.
F12This 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.
F13This 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.
F14This 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 56,852 ordinary shares of New Medtronic for $62.76 per share with the same terms and conditions as the original Medtronic stock option.
F2This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 15,401 ordinary shares of New Medtronic for $48.70 per share with the same terms and conditions as the original Medtronic stock option.
F3This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 17,794 ordinary shares of New Medtronic for $47.77 per share with the same terms and conditions as the original Medtronic stock option.
F4This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 33,113 ordinary shares of New Medtronic for $36.24 per share with the same terms and conditions as the original Medtronic stock option.
F5This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 33,408 ordinary shares of New Medtronic for $35.92 per share with the same terms and conditions as the original Medtronic stock option.
F6This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 27,686 ordinary shares of New Medtronic for $36.12 per share with the same terms and conditions as the original Medtronic stock option.
F7This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 70,984 ordinary shares of New Medtronic for $37.53 per share with the same terms and conditions as the original Medtronic stock option.
F8This 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 84,060 ordinary shares of New Medtronic for $34.88 per share with the same terms and conditions as the original Medtronic stock option.
F9This 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 75,548 ordinary shares of New Medtronic for $38.81 per share with the same terms and conditions as the original Medtronic stock option.

Remarks

EVP and Group President, Restorative Therapies