0001209191-15-007284.txt : 20150128 0001209191-15-007284.hdr.sgml : 20150128 20150128213907 ACCESSION NUMBER: 0001209191-15-007284 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: MEDTRONIC INC CENTRAL INDEX KEY: 0000064670 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 410793183 STATE OF INCORPORATION: MN FISCAL YEAR END: 0425 BUSINESS ADDRESS: STREET 1: 710 MEDTRONIC PKWY STREET 2: MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 BUSINESS PHONE: 7635144000 MAIL ADDRESS: STREET 1: 710 MEDTRONIC PKWY CITY: MINNEAPOLIS STATE: MN ZIP: 55432 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lenehan James T CENTRAL INDEX KEY: 0001189009 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07707 FILM NUMBER: 15556596 MAIL ADDRESS: STREET 1: C/O MEDTRONIC INC STREET 2: 710 MEDTRONIC PKWY MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 FORMER NAME: FORMER CONFORMED NAME: LENEHAN JAMES T DATE OF NAME CHANGE: 20020912 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-01-26 1 0000064670 MEDTRONIC INC MDT 0001189009 Lenehan James T 1586 HAMPTON RD RYDAL PA 19046 1 0 0 0 Common stock 2015-01-26 4 D 0 33450.061 D 0 D Stock option (right to buy) 54.14 2015-01-26 4 D 0 2586 D 2017-01-18 Common stock 2586 0 D Stock option (right to buy) 54.14 2015-01-26 4 D 0 801 D 2017-01-18 Common stock 801 0 D Stock option (right to buy) 52.84 2015-01-26 4 D 0 1010 D 2017-09-01 Common stock 1010 0 D Stock option (right to buy) 50.34 2015-01-26 4 D 0 1590 D 2018-04-28 Common stock 1590 0 D Stock option (right to buy) 29.96 2015-01-26 4 D 0 2671 D 2019-04-27 Common stock 2671 0 D Stock option (right to buy) 44.13 2015-01-26 4 D 0 1813 D 2020-05-03 Common stock 1813 0 D Represents shares of Medtronic, Inc. ("Medtronic"), including deferred units credited under a Medtronic, Inc. equity-based plan to be paid in Medtronic, Inc. common stock upon the director's resignation or retirement as well as a balance increase of 274.822 shares since the director'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. (Continued in Footnote 2) At the effective time of the Merger, each Medtronic common share (including each deferred unit) was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the director received cash in lieu of fractional shares of New Medtronic and deferred units were rounded up to the nearest whole share. 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 2,586 ordinary shares of New Medtronic for $54.14 per share with the same terms and conditions as the original Medtronic stock option. 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 801 ordinary shares of New Medtronic for $54.14 per share with the same terms and conditions as the original Medtronic stock option. 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 1,010 ordinary shares of New Medtronic for $52.84 per share with the same terms and conditions as the original Medtronic stock option. 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 1,590 ordinary shares of New Medtronic for $50.34 per share with the same terms and conditions as the original Medtronic stock option. 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 2,671 ordinary shares of New Medtronic for $29.96 per share with the same terms and conditions as the original Medtronic stock option. 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 1,813 ordinary shares of New Medtronic for $44.13 per share with the same terms and conditions as the original Medtronic stock option. /s/ Rhonda L. Ingalsbe, Attorney-in-fact 2015-01-28