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^*

HOGAN RANDALL J

(Last)

(First)

(Middle)

C/O COVIDIEN, 15 HAMPSHIRE STREET

(Street)

MANSFIELD

02048

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2015

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	01/26/2015		A		16,523	A	⁽¹⁾	16,523	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)	$27.38	01/26/2015		A		15,109		⁽²⁾	07/02/2017	Ordinary Shares	15,109	⁽²⁾	15,109	D

Explanation of Responses:

1. Represents shares of Medtronic plc ("New Medtronic") acquired pursuant to the merger (the "Merger", executed pursuant to the "Transaction Agreement") of a wholly-owned subsidiary of New Medtronic with and into Covidien plc ("Covidien"), with Covidien surviving as a wholly-owned subsidiary of New Medtronic, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Covidien ordinary share was cancelled and converted into the right to receive 0.956 ordinary shares of New Medtronic and $35.19. Under the terms of the Transaction Agreement, Covidien shareholders received cash in lieu of fractional shares of New Medtronic.

2. In the Merger, Covidien options outstanding as of closing were converted into options to buy shares of New Medtronic. This option to purchase 15,109 New Medtronic ordinary shares for $27.38 per share was received in the Merger and represents the conversion of 10,521 Covidien ordinary shares for $39.32 per share, which were fully vested at the time of the Merger. The conversion ratio and exercise price was calculated according to the terms of the Transaction Agreement, which does not allow for options on fractional shares of New Medtronic. Other than as to the number of underlying shares and the exercise price, this New Medtronic stock option has the same terms and conditions as the original Covidien stock option.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Rhonda L. Ingalsbe, Attorney-in-fact	01/28/2015
	** 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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