Statement of Changes in Beneficial Ownership (4)
September 19 2016 - 5:07PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Powell Kendall J
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2. Issuer Name
and
Ticker or Trading Symbol
Medtronic plc
[
MDT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
GENERAL MILLS, ONE GENERAL MILLS BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2016
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(Street)
MINNEAPOLIS, MN 55426
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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9/15/2016
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M
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2977
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A
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$51.61
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27198
(1)
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D
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Ordinary Shares
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9/15/2016
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M
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1010
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A
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$52.84
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28208
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D
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Ordinary Shares
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9/15/2016
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M
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1590
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A
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$50.34
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29798
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D
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Ordinary Shares
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9/15/2016
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M
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2671
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A
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$29.96
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32469
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D
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Ordinary Shares
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9/15/2016
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M
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1813
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A
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$44.13
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34282
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D
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Ordinary Shares
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9/15/2016
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S
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7907
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D
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$85.445
(2)
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26375
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D
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Ordinary Shares
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3000
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I
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By Spouse Revocable Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$51.61
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9/15/2016
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M
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2977
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(3)
(4)
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6/22/2017
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Ordinary Shares
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2977
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$0
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0
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D
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Stock Option (Right to Buy)
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$52.84
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9/15/2016
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M
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1010
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(5)
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9/1/2017
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Ordinary Shares
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1010
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$0
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0
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D
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Stock Option (Right to Buy)
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$50.34
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9/15/2016
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M
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1590
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(6)
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4/28/2018
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Ordinary Shares
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1590
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$0
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0
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D
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Stock Option (Right to Buy)
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$29.96
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9/15/2016
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M
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2671
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(7)
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4/27/2019
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Ordinary Shares
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2671
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$0
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0
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D
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Stock Option (Right to Buy)
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$44.13
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9/15/2016
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M
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1813
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(8)
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5/3/2020
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Ordinary Shares
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1813
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$0
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0
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D
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Explanation of Responses:
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(
1)
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This balance increased by 110 shares due to exempt transactions such as dividend reinvestment.
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(
2)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.433 to $85.453, inclusive. The reporting person undertakes to provide to Medtronic plc, any security holder of Medtronic plc or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(
3)
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This option to purchase 2,713 New Medtronic ordinary shares for $51.61 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,713 Medtronic common stock shares for $51.61 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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(
4)
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This option to purchase 264 New Medtronic ordinary shares for $51.61 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 264 Medtronic common stock shares for $51.61 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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(
5)
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This option to purchase 1,010 New Medtronic ordinary shares for $52.84 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,010 Medtronic common stock shares for $52.84 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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(
6)
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This option to purchase 1,590 New Medtronic ordinary shares for $50.34 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,590 Medtronic common stock shares for $50.34 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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(
7)
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This option to purchase 2,671 New Medtronic ordinary shares for $29.96 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,671 Medtronic common stock shares for $29.96 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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(
8)
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This option to purchase 1,813 New Medtronic ordinary shares for $44.13 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,813 Medtronic common stock shares for $44.13 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Powell Kendall J
GENERAL MILLS
ONE GENERAL MILLS BLVD
MINNEAPOLIS, MN 55426
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X
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Signatures
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/s/ Sarah M. Maveus, Attorney-in-fact
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9/19/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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