SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KROL JOHN A

(Last)

(First)

(Middle)

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TYCO INTERNATIONAL LTD /BER/ [ TYC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								2,450⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units (Call Equivalent)	⁽²⁾	06/29/2007		A⁽³⁾		12,079		⁽³⁾	⁽³⁾	Common Shares	12,079	$0	12,079	D
Stock Option (Right to Buy)	$20.6	06/29/2007		A⁽⁴⁾		1,022		⁽⁴⁾	08/05/2012	Common Shares	1,022	$0	1,022	D
Stock Option (Right to Buy)	$21.37	06/29/2007		A⁽⁴⁾		4,974		⁽⁴⁾	10/01/2012	Common Shares	4,974	$0	4,974	D

Explanation of Responses:

1. Includes Tyco International Ltd. common shares adjusted to reflect the four-for-one reverse stock split effected on June 29, 2007. Pursuant to the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, this transaction is not required to be reported.

2. Conversion is 1-for-1.

3. Consists of previously granted Deferred Stock Units (DSUs) adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Tyco Electronics Ltd. and Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. Distribution generally will occur upon the earlier of 30 days after separation from Tyco International Ltd. (or as soon thereafter as provided for under Section 409A of the Internal Revenue Code) or upon a change of control, subject to any individual agreements between Tyco International Ltd. and the Reporting Person.

4. Consists of previously granted stock options adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Tyco Electronics Ltd. and Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. The stock options vest and are exercisable on the schedule set forth in the original grant agreement.

	John S. Jenkins, by power of attorney	07/03/2007
	** 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 4 (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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