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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Medtronic plc [ MDT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/24/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/24/2019 | S | 5,067 | D | $113.64 | 74,032(1) | D | |||
Ordinary Shares | 12/24/2019 | S | 3,019 | D | $113.63 | 71,013(1) | D | |||
Ordinary Shares | 12/24/2019 | M | 2,404 | A | $41.6 | 73,417(1) | D | |||
Ordinary Shares | 12/24/2019 | S | 2,404 | D | $113.6 | 71,013(1) | D | |||
Ordinary Shares | 12/24/2019 | M | 1,808 | A | $55.32 | 72,821(1) | D | |||
Ordinary Shares | 12/24/2019 | S | 1,808 | D | $113.66 | 71,013(1) | D | |||
Ordinary Shares | 12/24/2019 | M | 38,558 | A | $55.32 | 109,571(1) | D | |||
Ordinary Shares | 12/24/2019 | S | 38,558 | D | $113.56(2) | 71,013(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $41.6 | 12/24/2019 | M | 2,404 | (3) | 10/29/2022 | Ordinary Shares | 2,404 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $55.32 | 12/24/2019 | M | 1,808 | (4) | 07/29/2023 | Ordinary Shares | 1,808 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $55.32 | 12/24/2019 | M | 38,558 | (5) | 07/29/2023 | Ordinary Shares | 38,558 | $0 | 0 | D |
Explanation of Responses: |
1. This balance increased by 283 shares due to exempt transactions such as dividend reinvestment. |
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $113.48 to $113.66, 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 footnotes to this Form 4. |
3. This option to purchase 2,404 New Medtronic ordinary shares for $41.60 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 2,404 Medtronic common stock shares for $41.60 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option. |
4. This option to purchase 1,808 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 1,808 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. |
5. This option to purchase 38,558 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 38,558 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. |
/s/ Perry F. Sekus, attorney-in-fact | 12/26/2019 | |
** 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 Number. |