SEC Form 4 · accession 0001209191-15-007291

MEDTRONIC INC · MDT

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

Reporting owner

Richard H Anderson

Director

Period of report

Jan 26, 2015

Accepted (ET)

Jan 28, 2015 · 9:42 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	D/I	Nature of ownership
Common stock^F1,F2	Jan 26, 2015	D	45,549	—	D	D
Common stock^F1,F2	Jan 26, 2015	D	25	—	D	I	Cust/son
Common stock^F1,F2	Jan 26, 2015	D	2,480	—	D	I	By IRA
Common stock^F1,F2	Jan 26, 2015	D	4,800	—	D	I	By Spouse Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock option (right to buy)^F3	$57.00	Jan 26, 2015	D	4,211	D	—	Aug 31, 2015	Common stock	4,211	D
Stock option (right to buy)^F4	$56.99	Jan 26, 2015	D	1,229	D	—	Sep 1, 2015	Common stock	1,229	D
Stock option (right to buy)^F5	$46.91	Jan 26, 2015	D	1,493	D	—	Sep 1, 2016	Common stock	1,493	D
Stock option (right to buy)^F6	$52.84	Jan 26, 2015	D	1,010	D	—	Sep 1, 2017	Common stock	1,010	D
Stock option (right to buy)^F7	$50.34	Jan 26, 2015	D	1,590	D	—	Apr 28, 2018	Common stock	1,590	D
Stock option (right to buy)^F8	$29.96	Jan 26, 2015	D	2,671	D	—	Apr 27, 2019	Common stock	2,671	D
Stock option (right to buy)^F9	$44.13	Jan 26, 2015	D	1,813	D	—	May 3, 2020	Common stock	1,813	D

Explanation of responses

F1Represents shares of Medtronic, Inc. ("Medtronic"), including deferred units credited under a Medtronic, Inc. equity-based plan to be paid in Medtronic, Inc. common stock upon the director's resignation or retirement as well as a balance increase of 228.915 shares since the director'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. (Continued in Footnote 2)
F2At the effective time of the Merger, each Medtronic common share (including each deferred unit) was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the director received cash in lieu of fractional shares of New Medtronic and deferred units were rounded up to the nearest whole share.
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 4,211 ordinary shares of New Medtronic for $57.00 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 1,229 ordinary shares of New Medtronic for $56.99 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 1,493 ordinary shares of New Medtronic for $46.91 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 1,010 ordinary shares of New Medtronic for $52.84 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 1,590 ordinary shares of New Medtronic for $50.34 per share with the same terms and conditions as the original Medtronic stock option.
F8This 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 2,671 ordinary shares of New Medtronic for $29.96 per share with the same terms and conditions as the original Medtronic stock option.
F9This 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 1,813 ordinary shares of New Medtronic for $44.13 per share with the same terms and conditions as the original Medtronic stock option.