0001209191-15-007288.txt : 20150128 0001209191-15-007288.hdr.sgml : 20150128 20150128214101 ACCESSION NUMBER: 0001209191-15-007288 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: ISHRAK OMAR CENTRAL INDEX KEY: 0001523102 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07707 FILM NUMBER: 15556599 MAIL ADDRESS: STREET 1: 710 MEDTRONIC PKWY STREET 2: MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-01-26 1 0000064670 MEDTRONIC INC MDT 0001523102 ISHRAK OMAR C/O MEDTRONIC INC, 710 MEDTRONIC PKWY MS LC300 MINNEAPOLIS MN 55432 1 1 0 0 CHAIRMAN & CEO Common stock 2015-01-26 4 D 0 574343.427 D 0 D Employee Stock Option (right to buy) 34.88 2015-01-26 4 D 0 323013 D 2021-08-24 Common stock 323013 0 D Employee Stock Option (right to buy) 38.81 2015-01-26 4 D 0 290338 D 2022-07-30 Common stock 290338 0 D Employee Stock Option (right to buy) 55.32 2015-01-26 4 D 0 221765 D 2023-07-29 Common stock 221765 0 D Employee Stock Option (right to buy) 62.76 2015-01-26 4 D 0 223073 D 2024-07-28 Common stock 223073 0 D Represents shares of Medtronic, Inc. ("Medtronic"), including a balance increase of 4,376.049 shares since the officer'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. 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, Mr. Ishrak received cash in lieu of fractional shares of New Medtronic and restricted stock units were rounded up to the nearest whole share. This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 323,013 ordinary shares of New Medtronic for $34.88 per share with the same terms and conditions as the original Medtronic stock option. This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 290,338 ordinary shares of New Medtronic for $38.81 per share with the same terms and conditions as the original Medtronic stock option. This option, which was partially vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 221,765 ordinary shares of New Medtronic for $55.32 per share with the same terms and conditions as the original Medtronic stock option. This option, which was unvested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 223,073 ordinary shares of New Medtronic for $62.76 per share with the same terms and conditions as the original Medtronic stock option. /s/ Rhonda L. Ingalsbe, Attorney-in-fact 2015-01-28