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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DaSilva Kevin G (Last) (First) (Middle) C/O COVIDIEN LTD. 15 HAMPSHIRE STREET (Street) MANSFIELD MA 02048 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Covidien Ltd. [ COV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President and Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 06/29/2007
	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
Common Shares	06/29/2007		A		5,955(1)	A	$0	7,859(2)	D
Common Shares	07/02/2007		A		9,280(3)	A	$0	17,139	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)	$24.3179	06/29/2007		A(4)		1,492		(4)	07/06/2013	Common Shares	1,492	$0	1,492	D
Stock Option (Right to Buy)	$35.4533	06/29/2007		A(4)		3,731		(4)	03/25/2014	Common Shares	3,731	$0	3,731	D
Stock Option (Right to Buy)	$36.9903	06/29/2007		A(4)		2,487		(4)	11/21/2015	Common Shares	2,487	$0	2,487	D
Stock Option (Right to Buy)	$38.6485	06/29/2007		A(4)		16,463		(4)	11/20/2016	Common Shares	16,463	$0	16,463	D
Stock Option (Right to Buy)	$45.6575	06/29/2007		A(4)		2,984		(4)	03/09/2015	Common Shares	2,984	$0	2,984	D
Stock Option (Right to Buy)	$43.0878	07/02/2007		A		32,000		(5)	07/02/2017	Common Shares	32,000	$0	32,000	D

Explanation of Responses:

1. Consists of previously granted Restricted Stock Unit (RSU) awards adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. Upon vesting, the RSUs convert to Common Shares. The Reporting Person will receive dividend equivalent stock units on the RSUs.

2. Includes shares distributed to Reporting Person in connection with pro-rata distribution of the shares of Covidien Ltd. ("Company") to the stockholders of Tyco International Ltd. Pursuant to the exemption under Section 16a-9(a) of the Securities Exchange Act of 1934, this transaction is not required to be reported.

3. Restricted stock units vest in equal installments on the first, second, third and fourth anniversary of the grant date and are settled in common shares upon vesting. The Reporting Person will receive dividend equivalent stock units in connection with this award.

4. Consists of previously granted employee stock options adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. The employee stock option vests and is exercisable on the schedule set forth in the original grant agreement. Generally options are fully exercisable on the fourth anniversary of the original grant date and expire on the ten year anniversary date of the original grant date.

5. Subject to acceleration upon certain events, options become exercisable in four equal installments on each of the first, second, third and fourth anniversary of the grant date.

Remarks:

	By: John W. Kapples, Attorney in Fact	07/03/2007
	** 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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