Surface Carol A Form 4 Medtronic / Carol A Surface 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^*

Surface Carol A

(Last) (First) (Middle)

710 MEDTRONIC PKWY MS 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)
SVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2019

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	10/11/2019		M		7,569	A	$62.76	45,282	D
Ordinary Shares	10/11/2019		M		34,189	A	$78	79,471	D
Ordinary Shares	10/11/2019		M		24,983	A	$88.06	104,454	D
Ordinary Shares	10/11/2019		M		17,466	A	$83.97	121,920	D
Ordinary Shares	10/11/2019		F		72,848	D	$107.58	49,072	D
Ordinary Shares								546(1)	I	NQ Ret Plan Sup
Ordinary Shares								1,604(2)	I	401(k)

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)	$62.76	10/11/2019		M			7,569	(3)(4)	07/28/2024	Ordinary Shares	7,569	$0	399	D
Stock Option (Right to Buy)	$78	10/11/2019		M			34,189	08/03/2016(5)	08/03/2025	Ordinary Shares	34,189	$0	1,283	D
Stock Option (Right to Buy)	$88.06	10/11/2019		M			24,983	08/01/2017(6)	08/01/2026	Ordinary Shares	24,983	$0	8,328	D
Stock Option (Right to Buy)	$83.97	10/11/2019		M			17,466	07/31/2018(6)	07/31/2027	Ordinary Shares	17,466	$0	17,468	D

Explanation of Responses:

1. Between June 18, 2019 and September 30, 2019, the reporting person acquired 2 shares of MDT common stock under the Medtronic NQ Retirement Plan. The information in this report is based on a statement dated as of October 14, 2019.

2. Between June 18, 2019 and September 30, 2019, the reporting person acquired 7 shares of MDT common stock under the Medtronic 401(k) Plan. The information in this report is based on a statement dated as of October 14, 2019.

3. This option to purchase 1,594 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 1,594 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.

4. This option to purchase 30,275 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 30,275 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.

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

6. These options to purchase ordinary shares of New Medtronic for $62.76 per share, which were unvested at the effective time of the Merger, were received in the Merger and represent the conversion of an equal number of Medtronic common stock shares for $62.76 per share. The New Medtronic stock option has the same terms and conditions as the original Medtronic stock option. These options became exercisable in four equal annual installments beginning on July 28, 2015, which was the first anniversary of the grant.

	/s/ Perry F. Sekus, attorney-in-fact	10/15/2019
	** Signature of Reporting Person	Date
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