SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COYLE MICHAEL J

(Last)

(First)

(Middle)

C/O MEDTRONIC INC, 710

MEDTRONIC PKWY MS LC300

(Street)

MINNEAPOLIS

55432

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Medtronic plc [ MDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Group Pres, Cardiac&Vasc

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/26/2015		A		82,482	A	⁽¹⁾	82,482	D
Ordinary Shares	01/26/2015		A		3,739	A	⁽¹⁾	3,739	I	by spouse
Ordinary Shares	01/26/2015		A		250	A	⁽¹⁾	250	I	by family trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock option (right to buy)	$43.15	01/26/2015		A		23,175		⁽²⁾	02/01/2020	Ordinary Shares	23,175	⁽²⁾	23,175	D
Employee Stock option (right to buy)	$37.53	01/26/2015		A		70,984		⁽³⁾	08/02/2020	Ordinary Shares	70,984	⁽³⁾	70,984	D
Employee Stock option (right to buy)	$34.88	01/26/2015		A		84,060		⁽⁴⁾	08/01/2021	Ordinary Shares	84,060	⁽⁴⁾	84,060	D
Employee Stock option (right to buy)	$38.81	01/26/2015		A		75,548		⁽⁵⁾	07/30/2022	Ordinary Shares	75,548	⁽⁵⁾	75,548	D
Employee Stock option (right to buy)	$41.6	01/26/2015		A		2,404		⁽⁶⁾	10/29/2022	Ordinary Shares	2,404	⁽⁶⁾	2,404	D
Employee Stock option (right to buy)	$55.32	01/26/2015		A		55,441		⁽⁷⁾	07/29/2023	Ordinary Shares	55,441	⁽⁷⁾	55,441	D
Employee Stock option (right to buy)	$55.32	01/26/2015		A		1,808		⁽⁸⁾	07/29/2023	Ordinary Shares	1,808	⁽⁸⁾	1,808	D
Employee Stock option (right to buy)	$62.76	01/26/2015		A		1,594		⁽⁹⁾	07/28/2024	Ordinary Shares	1,594	⁽⁹⁾	1,594	D
Employee Stock option (right to buy)	$62.76	01/26/2015		A		56,852		⁽¹⁰⁾	07/28/2024	Ordinary Shares	56,852	⁽¹⁰⁾	56,852	D

Explanation of Responses:

1. Represents shares of Medtronic plc ("New Medtronic") acquired pursuant to the merger (the "Merger") of a wholly-owned subsidiary of New Medtronic with and into Medtronic, Inc. ("Medtronic"), with Medtronic surviving as a wholly-owned subsidiary 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 to purchase 23,175 ordinary shares of New Medtronic for $43.15 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 23,175 Medtronic common stock shares for $43.15 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

3. This option to purchase 70,984 New Medtronic ordinary shares for $37.53 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 70,984 Medtronic common stock shares for $37.53 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

4. This option to purchase 84,060 New Medtronic ordinary shares for $34.88 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 84,060 Medtronic common stock shares for $34.88 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

5. This option to purchase 75,548 New Medtronic ordinary shares for $38.81 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 75,548 Medtronic common stock shares for $38.81 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

6. This option to purchase 2,404 New Medtronic ordinary shares for $41.60 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,404 Medtronic common stock shares for $41.60 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

7. This option to purchase 55,441 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 55,441 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

8. This option to purchase 1,808 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,808 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

9. This option to purchase 1,594 New Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,594 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

10. This option to purchase 56,852 New Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Merger, was received in the Merger and represents the conversion of 56,852 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

Remarks:

	/s/ Rhonda L. Ingalsbe, Attorney-in-fact	01/28/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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