Medtronic plc — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Medtronic plc (MDT)
CIK: 0001613103
Period of Report: 2016-08-29

Reporting Person: Hanson Bryan C (EVP, President, MITG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-29	Ordinary Shares	M	15000	$29.52	Acquired	168192	Direct
2016-08-29	Ordinary Shares	S	15000	$87.00	Disposed	153192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-29	Stock Option (Right to Buy)	$29.52	M	15000	Disposed	2021-11-30	Ordinary Shares (15000)	Direct

Footnotes

F1: This exercise and sale occurred under a 10b5-1 plan.

F2: In the Merger, Covidien options outstanding as of closing were converted into options to buy shares of New Medtronic. This option to purchase 51,802 New Medtronic ordinary shares for $29.52 per share was received in the Merger and represents the conversion of 36,070 Covidien ordinary shares for $42.39 per share, which were partially 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.