SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Walter Matthew R.

(Last)

(First)

(Middle)

710 MEDTRONIC PARKWAY

(Street)

MINNEAPOLIS

55432

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief HR Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	16,788⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	07/28/2015⁽³⁾	07/28/2024	Ordinary Shares	492	$62.76	D
Stock Option (Right to Buy)	01/27/2016⁽³⁾	01/27/2025	Ordinary Shares	1,337	$74.84	D
Stock Option (Right to Buy)	08/03/2016⁽³⁾	08/03/2025	Ordinary Shares	1,283	$78	D
Stock Option (Right to Buy)	08/01/2017⁽³⁾	08/01/2026	Ordinary Shares	1,704	$88.06	D
Stock Option (Right to Buy)	07/31/2018⁽³⁾	07/31/2027	Ordinary Shares	1,787	$83.97	D
Stock Option (Right to Buy)	07/30/2019⁽³⁾	07/30/2028	Ordinary Shares	2,542	$89.08	D
Stock Option (Right to Buy)	10/29/2019⁽³⁾	10/29/2028	Ordinary Shares	191	$89.45	D
Stock Option (Right to Buy)	07/29/2020⁽³⁾	07/29/2029	Ordinary Shares	5,330	$103.26	D
Stock Option (Right to Buy)	08/03/2021⁽³⁾	08/03/2030	Ordinary Shares	7,652	$97.33	D
Stock Option (Right to Buy)	08/02/2022⁽³⁾	08/02/2031	Ordinary Shares	6,944	$131.26	D
Stock Option (Right to Buy)	08/01/2023⁽³⁾	08/01/2031	Ordinary Shares	9,908	$93.08	D
Stock Option (Right to Buy)	07/31/2024⁽³⁾	07/31/2033	Ordinary Shares	24,525	$87.76	D
Performance Share Unit	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	677⁽⁵⁾	⁽⁶⁾	D
Performance Share Unit	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	2,828⁽⁸⁾	⁽⁶⁾	D
Performance Share Unit	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	8,449⁽¹⁰⁾	⁽⁶⁾	D

Explanation of Responses:

1. Includes 1,196 shares purchased pursuant to the Employee Stock Purchase Plan.

2. Includes 745 restricted stock units that vest on August 2, 2024; 104 restricted stock units that vest on May 2, 2025; 1,140 restricted stock units that vest on August 1, 2025; 104 restricted stock units that vest on May 2, 2026; and 3,380 restricted stock units that vest on July 31, 2026.

3. These options became exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

4. The performance share units vest on August 2, 2024.

5. The number of shares to be issued in connection with the performance share units ("PSUs") will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 677 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

6. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.

7. The performance share units vest on August 1, 2025.

8. The number of shares to be issued in connection with the performance share units ("PSUs") will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 2,828 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

9. The performance share units vest on July 31, 2026.

10. The number of shares to be issued in connection with the performance share units ("PSUs") will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 8,449 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

Remarks:

	/s/ Thomas L. Osteraas, attorney-in-fact	07/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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