Geoffrey Martha Form 4 Medtronic / Geoffrey Martha 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^*

Martha Geoffrey

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2021

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	08/25/2021		M(1)		1,481	A	$55.32	97,317	D
Ordinary Shares	08/25/2021		S(1)		1,481	D	$132.67	95,836	D
Ordinary Shares	08/25/2021		M(1)		10,100	A	$62.76	105,936	D
Ordinary Shares	08/25/2021		S(1)		10,100	D	$132.67	95,836	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)	$55.32	08/25/2021		M(1)			1,481	(2)(3)	07/29/2023	Ordinary Shares	1,481	$0	0	D
Stock Option (Right to Buy)	$62.76	08/25/2021		M(1)			10,100	(4)(5)	07/28/2024	Ordinary Shares	10,100	$0	17,519	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

2. This option to purchase 1,808 Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 1,808 Medtronic Inc. common stock shares for $55.32 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option.

3. This option to purchase 20,481 Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 20,481 Medtronic Inc. common stock shares for $55.32 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option.

4. This option to purchase 1,594 Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 1,594 Medtronic Inc. common stock shares for $62.76 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option.

5. This option to purchase 27,619 Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Covidien acquisition, represents the conversion of 27,619 Medtronic common stock shares for $62.76 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option.

	/s/ Thomas L. Osteraas, attorney-in-fact	08/26/2021
	** 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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