FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

TEN HOEDT ROB
2. Issuer Name and Ticker or Trading Symbol

Medtronic plc [ MDT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & President EMEA
(Last)          (First)          (Middle)

710 MEDTRONIC PKWY MS LC300
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2017
(Street)

MINNEAPOLIS, MN 55432
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Ordinary Shares   3/20/2017     M    8154   A $37.53   59392   D    
Ordinary Shares   3/20/2017     M    21129   A $38.81   80521   D    
Ordinary Shares   3/20/2017     M    10357   A $62.76   90878   D    
Ordinary Shares   3/20/2017     M    11117   A $55.32   101995   D    
Ordinary Shares   3/20/2017     S    50757   D $81.5768   (1) 51238   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $37.53   3/20/2017     M         8154      (3) 8/2/2020   Ordinary Shares   8154   $0   0   D    
Stock Option (Right to Buy)   $38.81   3/20/2017     M         21129      (4) 7/30/2022   Ordinary Shares   21129   $0   0   D    
Stock Option (Right to Buy)   $62.76   3/20/2017     M         10357      (5) 7/28/2024   Ordinary Shares   10357   $0   11951   D    
Stock Option (Right to Buy)   $55.32   3/20/2017     M         11117      (6) 7/29/2023   Ordinary Shares   11117   $0   5514   D    

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $81.301 to $82.098, 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 ranges set forth in this footnote.
( 2)  This balance increased by 386 shares due to exempt transactions such as dividend reinvestment.
( 3)  This option to purchase 8,154 New Medtronic ordinary shares for $37.53 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 8,154 Medtronic common stock shares for $37.53 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
( 4)  This option to purchase 21,129 New Medtronic ordinary shares for $38.81per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 21,129 Medtronic common stock shares for $38.81per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
( 5)  This option to purchase 20,714 New Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Merger, was received in the Merger and represents the conversion of 20,714 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.
( 6)  This option to purchase 14,823 New Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 14,823 Medtronic common stock shares for $55.32 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TEN HOEDT ROB
710 MEDTRONIC PKWY MS LC300
MINNEAPOLIS, MN 55432


EVP & President EMEA

Signatures
/s/ Rhonda L. Ingalsbe, Attorney-in-fact 3/20/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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