SEC Form 4 · accession 0001209191-15-007328
MEDTRONIC INC · MDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley E Lerman
Officer — SVP General Counsel & Corp Sec
Period of report
Jan 26, 2015
Accepted (ET)
Jan 29, 2015 · 6:20 am 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 stockF1 | Jan 26, 2015 | D | 42,459 | — | D | 0 | 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 | $62.76 | Jan 26, 2015 | D | 1,594 | D | — | Jul 28, 2024 | Common stock | 1,594 | 0 | D |
| Employee Stock Option (right to buy)F3 | $62.76 | Jan 26, 2015 | D | 39,835 | D | — | Jul 28, 2024 | Common stock | 39,835 | 0 | D |
Explanation of responses
- F1Represents shares of Medtronic, Inc. ("Medtronic"), including a balance increase of 631.855 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 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.
- F3This 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 39,835 ordinary shares of New Medtronic for $62.76 per share with the same terms and conditions as the original Medtronic stock option.