Brett A. Wall Form 4 Medtronic / Brett A. Wall ownership change

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^*

Wall Brett A.

(Last) (First) (Middle)

710 MEDTRONIC PARKWAY

LC300

(Street)

MINNEAPOLIS MN 55432

(City) (State) (Zip)

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 & Pres Neuroscience

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/02/2021		F		1,482	D	$131.31	20,062(1)(2)	D
Ordinary Shares	08/02/2021		A(3)		5,333	A	$0	25,395	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$131.26	08/02/2021		A		45,565		08/02/2022(4)	08/02/2031	Ordinary Shares	45,565	$0	45,565	D
Stock Option (Right to Buy)	$131.26	08/02/2021		A		1,085		08/02/2022(4)	08/02/2031	Ordinary Shares	1,085	$0	1,085	D
Performance Share Units	(5)	08/02/2021		A		13,333(6)		(7)	(7)	Performance Share Units	13,333	$0	13,333	D

Explanation of Responses:

1. This amount has been adjusted to correct a mathematical error in exempt transactions such as dividend reinvestment.

2. This balance increased by 83 shares due to exempt transactions such as dividend reinvestment.

3. The restrictions on the award shall lapse 100% on the third anniversary of the Grant Date.

4. These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

5. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.

6. The number of shares to be issued in connection with the performance share units ("PSUs") will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 13,333 shares will be issued. The actual number of shares to be issued could range from a low of 2,667 shares at minimum performance to a high of 26,666 shares at maximum performance. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

7. Vests on August 2, 2024.

	/s/ Thomas L. Osteraas, attorney-in-fact	08/04/2021
	** 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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