0001225208-15-002225.txt : 20150128 0001225208-15-002225.hdr.sgml : 20150128 20150128174630 ACCESSION NUMBER: 0001225208-15-002225 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: Tarnoff Michael E CENTRAL INDEX KEY: 0001603289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33259 FILM NUMBER: 15556018 MAIL ADDRESS: STREET 1: C/O COVIDIEN PLC 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 0001603289 Tarnoff Michael E C/O COVIDIEN 15 HAMPSHIRE STREET MANSFIELD MA 02048 1 Vice President Ordinary Shares 2015-01-26 4 D 0 11923.0000 0 D 43985.0000 D Ordinary Shares 2015-01-26 4 D 0 43985.0000 0 D 0.0000 D Stock Option (Right to Buy) 45.2000 2015-01-26 4 D 0 699.0000 D 2020-02-29 Ordinary Shares 699.0000 0.0000 D Stock Option (Right to Buy) 46.0600 2015-01-26 4 D 0 1115.0000 D 2020-03-31 Ordinary Shares 1115.0000 0.0000 D Stock Option (Right to Buy) 43.4400 2015-01-26 4 D 0 3816.0000 D 2019-11-30 Ordinary Shares 3816.0000 0.0000 D Stock Option (Right to Buy) 39.1800 2015-01-26 4 D 0 17161.0000 D 2020-11-30 Ordinary Shares 17161.0000 0.0000 D Stock Option (Right to Buy) 42.3900 2015-01-26 4 D 0 39149.0000 D 2021-11-30 Ordinary Shares 39149.0000 0.0000 D Stock Option (Right to Buy) 67.4900 2015-01-26 4 D 0 34260.0000 D 2023-12-01 Ordinary Shares 34260.0000 0.0000 D Stock Option (Right to Buy) 52.5300 2015-01-26 4 D 0 32819.0000 D 2022-12-02 Ordinary Shares 32819.0000 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). 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