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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 48.7 | 01/26/2015 | D | 15,401 | (2) | 10/30/2016 | Common stock | 15,401 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 47.77 | 01/26/2015 | D | 17,794 | (3) | 10/29/2017 | Common stock | 17,794 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 36.24 | 01/26/2015 | D | 33,113 | (4) | 10/27/2018 | Common stock | 33,113 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 35.92 | 01/26/2015 | D | 33,408 | (5) | 08/03/2019 | Common stock | 33,408 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 36.12 | 01/26/2015 | D | 27,686 | (6) | 11/02/2019 | Common stock | 27,686 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 37.53 | 01/26/2015 | D | 70,984 | (7) | 08/02/2020 | Common stock | 70,984 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 34.88 | 01/26/2015 | D | 84,060 | (8) | 08/01/2021 | Common stock | 84,060 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 38.81 | 01/26/2015 | D | 75,548 | (9) | 07/30/2022 | Common stock | 75,548 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 41.6 | 01/26/2015 | D | 2,404 | (10) | 10/29/2022 | Common stock | 2,404 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 55.32 | 01/26/2015 | D | 60,250 | (11) | 07/29/2023 | Common stock | 60,250 | (11) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 55.32 | 01/26/2015 | D | 1,808 | (12) | 07/29/2023 | Common stock | 1,808 | (12) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 62.76 | 01/26/2015 | D | 1,594 | (13) | 07/28/2024 | Common stock | 1,594 | (13) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 62.76 | 01/26/2015 | D | 56,852 | (14) | 07/28/2024 | Common stock | 56,852 | (14) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OConnell Christopher J C/O MEDTRONIC INC, 710 MEDTRONIC PKWY MS LC300 MINNEAPOLIS, MN 55432 |
See Remarks | |||
| /s/ Rhonda L. Ingalsbe, Attorney-in-fact | 01/28/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents 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. |
| (2) | This 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. |
| (3) | This 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. |
| (4) | This 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. |
| (5) | This 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. |
| (6) | This 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. |
| (7) | This 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. |
| (8) | This 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. |
| (9) | This 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. |
| (10) | This 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. |
| (11) | This 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. |
| (12) | This 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. |
| (13) | This 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. |
| (14) | This 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. |
| Remarks: EVP and Group President, Restorative Therapies | |