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* Ellis Gary Lee (Last) (First) (Middle) C/O MEDTRONIC INC, 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Chief Financial Officer
	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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	01/26/2015		A		171,237	A	(1)	171,237	D
Ordinary Shares	01/26/2015		A		5,093	A	(1)	5,093	I	401(k)
Ordinary Shares	01/26/2015		A		7,632	A	(1)	7,632	I	ESOP

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
Employee Stock option (right to buy)	$56.74	01/26/2015		A		37,011		(2)	10/19/2015	Ordinary Shares	37,011	(2)	37,011	D
Employee Stock option (right to buy)	$48.7	01/26/2015		A		41,068		(3)	10/30/2016	Ordinary Shares	41,068	(3)	41,068	D
Employee Stock option (right to buy)	$47.77	01/26/2015		A		41,868		(4)	10/29/2017	Ordinary Shares	41,868	(4)	41,868	D
Employee Stock option (right to buy)	$36.24	01/26/2015		A		55,188		(5)	10/27/2018	Ordinary Shares	55,188	(5)	55,188	D
Employee Stock option (right to buy)	$35.92	01/26/2015		A		50,112		(6)	08/03/2019	Ordinary Shares	50,112	(6)	50,112	D
Employee Stock option (right to buy)	$37.53	01/26/2015		A		70,984		(7)	08/02/2020	Ordinary Shares	70,984	(7)	70,984	D
Employee Stock option (right to buy)	$34.88	01/26/2015		A		91,744		(8)	08/01/2021	Ordinary Shares	91,744	(8)	91,744	D
Employee Stock option (right to buy)	$38.81	01/26/2015		A		82,453		(9)	07/30/2022	Ordinary Shares	82,453	(9)	82,453	D
Employee Stock option (right to buy)	$41.6	01/26/2015		A		2,404		(10)	10/29/2022	Ordinary Shares	2,404	(10)	2,404	D
Employee Stock option (right to buy)	$55.32	01/26/2015		A		60,250		(11)	07/29/2023	Ordinary Shares	60,250	(11)	60,250	D
Employee Stock option (right to buy)	$55.32	01/26/2015		A		1,808		(12)	07/29/2023	Ordinary Shares	1,808	(12)	1,808	D
Employee Stock option (right to buy)	$62.76	01/26/2015		A		71,192		(13)	07/28/2024	Ordinary Shares	71,192	(13)	71,192	D
Employee Stock option (right to buy)	$62.76	01/26/2015		A		1,594		(14)	07/28/2024	Ordinary Shares	1,594	(14)	1,594	D

Explanation of Responses:

1. Represents shares of Medtronic plc ("New Medtronic") acquired pursuant to the merger (the "Merger") of a wholly-owned subsidiary of New Medtronic with and into Medtronic, Inc. ("Medtronic"), with Medtronic surviving as a wholly-owned subsidiary of New Medtronic, in exchange for ordinary shares of New Medtronic, which was consummated after and conditioned on New Medtronic's acquisition of Covidien plc, 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 Medtronic common share was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the officer received cash in lieu of fractional shares of New Medtronic and restricted stock units were rounded up to the nearest whole share.

2. This option to purchase 37,011 ordinary shares of New Medtronic for $56.74 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 37,011 Medtronic common stock shares for $56.74 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

3. This option to purchase 41,068 New Medtronic ordinary shares for $48.70 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 41,068 Medtronic common stock shares for $48.70 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

4. This option to purchase 41,868 New Medtronic ordinary shares for $47.77 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 41,868 Medtronic common stock shares for $47.77 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

5. This option to purchase 55,188 New Medtronic ordinary shares for $36.24 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 55,188 Medtronic common stock shares for $36.24 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

6. This option to purchase 50,112 New Medtronic ordinary shares for $35.92 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 50,112 Medtronic common stock shares for $35.92 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

7. This option to purchase 70,984 New Medtronic ordinary shares for $37.53 per share, which was fully vested at the effective time of the Merger, was received in the Merger and represents the conversion of 70,984 Medtronic common stock shares for $37.53 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

8. This option to purchase 91,744 New Medtronic ordinary shares for $34.88 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 91,744 Medtronic common stock shares for $34.88 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

9. This option to purchase 82,453 New Medtronic ordinary shares for $38.81per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 82,453 Medtronic common stock shares for $38.81per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

10. 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.

11. This option to purchase 60,250 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 60,250 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.

12. This option to purchase 1,808 New Medtronic ordinary shares for $55.32per 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 $55.32per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

13. This option to purchase 71,192 New Medtronic ordinary shares for $62.76 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 71,192 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

14. This option to purchase 1,594 New Medtronic ordinary shares for $62.76 per share, which was partially vested at the effective time of the Merger, was received in the Merger and represents the conversion of 1,594 Medtronic common stock shares for $62.76 per share. This New Medtronic stock option has the same terms and conditions as the original Medtronic stock option.

Remarks:

	/s/ Rhonda L. Ingalsbe, Attorney-in-fact	01/28/2015
	** Signature of Reporting Person	Date
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