SEC FORM 4

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^*

Masterson John H

(Last)

(First)

(Middle)

C/O COVIDIEN

15 HAMPSHIRE STREET

(Street)

MANSFIELD

02048

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Covidien plc [ COV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	04/25/2011		M		35,279	A	$38.6485	101,633⁽¹⁾	D
Ordinary Shares	04/25/2011		M		29,030	A	$34.15	130,663	D
Ordinary Shares	04/25/2011		M		18,031	A	$35.4533	148,694	D
Ordinary Shares	04/25/2011		M		16,699	A	$36.9903	165,393	D
Ordinary Shares	04/25/2011		M		10,453	A	$40.05	175,846	D
Ordinary Shares	04/25/2011		S		109,492	D	$55.01⁽²⁾	66,354	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$40.05	04/25/2011		M			10,453	⁽³⁾	02/04/2012	Ordinary Shares	10,453	$0.0000	0.0000	D
Stock Option (Right to Buy)	$35.4533	04/25/2011		M			18,031	⁽³⁾	03/25/2014	Ordinary Shares	18,031	$0.0000	0.0000	D
Stock Option (Right to Buy)	$38.6485	04/25/2011		M			35,279	⁽³⁾	11/20/2016	Ordinary Shares	35,279	$0.0000	0.0000	D
Stock Option (Right to Buy)	$36.9903	04/25/2011		M			16,699	⁽³⁾	11/21/2015	Ordinary Shares	16,699	$0.0000	0.0000	D
Stock Option (Right to Buy)	$34.15	04/25/2011		M			29,030	⁽⁴⁾	12/01/2018	Ordinary Shares	29,030	$0.0000	29,030	D

Explanation of Responses:

1. Includes 55 shares acquired in connection with the Issuer's employee stock purchase plan since the date of the Reporting Person's most recently filed Form 4.

2. The price reported is a weighted average price. Shares were sold in multiple transactions at prices ranging from $55.00 to $55.05. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each price.

3. Fully exercisable.

4. Options become exercisable in equal installments on each of the first, second, third and fourth anniversary of the grant date.

	By: John W. Kapples, Attorney in Fact	04/27/2011
	** 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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