X0306 4 2015-01-26 1 0000064670 MEDTRONIC INC MDT 0001233158 DONNELLY SCOTT C TEXTRON INC. 40 WESTMINSTER ST PROVIDENCE RI 02903 1 0 0 0 Common stock 2015-01-26 4 D 0 245 D 0 I By Spouse Rev Trust Common stock 2015-01-26 4 D 0 1985.81 D 0 D Phantom Stock 2015-01-26 4 D 0 641.189 D Common stock 641.189 66.56 D Represents shares of Medtronic, Inc. ("Medtronic"), including deferred units credited under a Medtronic, Inc. equity-based plan to be paid in Medtronic, Inc. common stock upon the director's resignation or retirement as well as a balance increase of 26.81 shares since the director's last Form 4 filing due to exempt transactions such as dividend reinvestment, disposed of pursuant to the merger (the "Merger)of a wholly-owned subsidiary of Medtronic plc ("New Medtronic") with and into 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. (Continued in Footnote 2) At the effective time of the Merger, each Medtronic common share (including each deferred unit) was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the director received cash in lieu of fractional shares of New Medtronic and deferred units were rounded up to the nearest whole share. This phantom stock, which includes a balance increase of 2.667 shares since the officer's last Form 4 filing due to exempt transactions such as dividend reinvestment, was assumed by New Medtronic in the Merger and converted into 642 shares of New Medtronic with the same terms and conditions as the original Medtronic phantom stock. Shares of phantom stock and dividend equivalents are payable in cash upon retirement or the reporting person's termination. The reporting person may transfer his phantom stock account into an alterntative investment account at any time. Under the terms of the Merger, phantom stock units were rounded up to the nearest whole share. /s/ Rhonda L. Ingalsbe, Attorney-in-fact 2015-01-28