0001225208-15-002221.txt : 20150128
0001225208-15-002221.hdr.sgml : 20150128
20150128174624
ACCESSION NUMBER: 0001225208-15-002221
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150126
FILED AS OF DATE: 20150128
DATE AS OF CHANGE: 20150128
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Covidien plc
CENTRAL INDEX KEY: 0001385187
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 980624794
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 20 ON HATCH
STREET 2: LOWER HATCH STREET
CITY: DUBLIN
STATE: L2
ZIP: DUBLIN 2
BUSINESS PHONE: 353 1 438-1700
MAIL ADDRESS:
STREET 1: 20 ON HATCH
STREET 2: LOWER HATCH STREET
CITY: DUBLIN
STATE: L2
ZIP: DUBLIN 2
FORMER COMPANY:
FORMER CONFORMED NAME: Covidien Ltd.
DATE OF NAME CHANGE: 20070321
FORMER COMPANY:
FORMER CONFORMED NAME: Tyco Healthcare Ltd.
DATE OF NAME CHANGE: 20070104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wendell Amy McBride
CENTRAL INDEX KEY: 0001400568
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33259
FILM NUMBER: 15556014
MAIL ADDRESS:
STREET 1: COVIDIEN LTD.
STREET 2: 15 HAMPSHIRE STREET
CITY: MANSFIELD
STATE: MA
ZIP: 02048
4
1
doc4.xml
X0306
4
2015-01-26
1
0001385187
Covidien plc
COV
0001400568
Wendell Amy McBride
C/O COVIDIEN
15 HAMPSHIRE STREET
MANSFIELD
MA
02048
1
Senior Vice President
Ordinary Shares
2015-01-26
4
D
0
1887.0000
0
D
61142.0000
D
Ordinary Shares
2015-01-26
4
D
0
61142.0000
0
D
0.0000
D
Ordinary Shares
2015-01-26
4
D
0
22466.0000
0
D
0.0000
I
By GRAT
Stock Option (Right to Buy)
39.3200
2015-01-26
4
D
0
42144.0000
D
2017-07-02
Ordinary Shares
42144.0000
0.0000
D
Stock Option (Right to Buy)
43.4400
2015-01-26
4
D
0
56159.0000
D
2019-11-30
Ordinary Shares
56159.0000
0.0000
D
Stock Option (Right to Buy)
39.1800
2015-01-26
4
D
0
66291.0000
D
2020-11-30
Ordinary Shares
66291.0000
0.0000
D
Stock Option (Right to Buy)
42.3900
2015-01-26
4
D
0
51528.0000
D
2021-11-30
Ordinary Shares
51528.0000
0.0000
D
Stock Option (Right to Buy)
67.4900
2015-01-26
4
D
0
42825.0000
D
2023-12-01
Ordinary Shares
42825.0000
0.0000
D
Stock Option (Right to Buy)
52.5300
2015-01-26
4
D
0
39384.0000
D
2022-12-02
Ordinary Shares
39384.0000
0.0000
D
Pursuant to the terms of the Transaction Agreement, dated as of June 15, 2014 (the "Transaction Agreement"), by and between Covidien public limited company ("Covidien"), Medtronic, Inc., Kalani I Limited ("New Medtronic"), Makani II Limited, Aviation Acquisition Co., Inc., and Aviation Merger Sub, LLC, at the Effective Time (as defined in the Transaction Agreement) each Covidien share award granted on or after June 15, 2014 was converted into a New Medtronic award for the number of New Medtronic shares equal to the number of Covidien ordinary shares subject to the Covidien share award times 1.436 (the "Equity Award Conversion Ratio").
Pursuant to the terms of the Transaction Agreement, each Covidien ordinary share and each ordinary share underlying Covidien share awards granted prior to June 15, 2014 (including related dividend equivalent units) were cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26. Includes ordinary shares, restricted stock units, dividend equivalent units and previously unreported performance share units (including related dividend equivalent units).
Pursuant to the terms of the Transaction Agreement, each Covidien ordinary share was cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26.
The option to purchase Covidien ordinary shares vested or was scheduled to vest in four equal annual installments beginning on the first anniversary of the date of grant.
Pursuant to the terms of the Transaction Agreement, each option to purchase Covidien shares was converted into an option to acquire a number of New Medtronic ordinary shares (rounded down to the nearest whole share) equal to the number of Covidien ordinary shares subject to the Covidien option times the Equity Award Conversion Ratio, at an exercise price (rounded up to the nearest whole cent) equal to the exercise price per Covidien ordinary share divided by the Equity Award Conversion Ratio.
By: John W. Kapples, Attorney in Fact
2015-01-28