4//SEC Filing
Covidien plc 4
Accession 0001225208-15-002213
CIK 0001385187operating
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 5:44 PM ET
Size
21.4 KB
Accession
0001225208-15-002213
Insider Transaction Report
Form 4
Covidien plcCOV
BROWN RICHARD G JR
Vice President and Controller
Transactions
- Disposition to Issuer
Ordinary Shares
2015-01-26−500→ 0 total(indirect: By Son) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-26−9,390→ 0 totalExercise: $39.18Exp: 2020-11-30→ Ordinary Shares (9,390 underlying) - Disposition to Issuer
Ordinary Shares
2015-01-26−562→ 13,454 total - Disposition to Issuer
Ordinary Shares
2015-01-26−13,454→ 0 total - Disposition to Issuer
Ordinary Shares
2015-01-26−62,707→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-26−10,949→ 0 totalExercise: $42.39Exp: 2021-11-30→ Ordinary Shares (10,949 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-26−3,979→ 0 totalExercise: $43.44Exp: 2019-11-30→ Ordinary Shares (3,979 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-26−9,705→ 0 totalExercise: $67.49Exp: 2023-12-01→ Ordinary Shares (9,705 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-26−11,743→ 0 totalExercise: $52.53Exp: 2022-12-02→ Ordinary Shares (11,743 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of the Transaction Agreement, dated as of June 15, 2014 (the "Transaction Agreement"), by and between Covidien public limited company ("Covidien"), Medtronic, Inc., Kalani I Limited ("New Medtronic"), Makani II Limited, Aviation Acquisition Co., Inc., and Aviation Merger Sub, LLC, at the Effective Time (as defined in the Transaction Agreement) each Covidien share award granted on or after June 15, 2014 was converted into a New Medtronic award for the number of New Medtronic shares equal to the number of Covidien ordinary shares subject to the Covidien share award times 1.436 (the "Equity Award Conversion Ratio").
- [F2]Pursuant to the terms of the Transaction Agreement, each Covidien ordinary share and each ordinary share underlying Covidien share awards granted prior to June 15, 2014 (including related dividend equivalent units) were cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26. Includes ordinary shares, restricted stock units, dividend equivalent units and previously unreported performance share units (including related dividend equivalent units).
- [F3]Pursuant to the terms of the Transaction Agreement, each Covidien ordinary share was cancelled and converted into the right to receive $35.19 in cash and 0.956 of a New Medtronic ordinary share. The closing price of a New Medtronic ordinary share on January 27, 2015 was $75.26.
- [F4]The option to purchase Covidien ordinary shares vested or was scheduled to vest in four equal annual installments beginning on the first anniversary of the date of grant.
- [F5]Pursuant to the terms of the Transaction Agreement, each option to purchase Covidien shares was converted into an option to acquire a number of New Medtronic ordinary shares (rounded down to the nearest whole share) equal to the number of Covidien ordinary shares subject to the Covidien option times the Equity Award Conversion Ratio, at an exercise price (rounded up to the nearest whole cent) equal to the exercise price per Covidien ordinary share divided by the Equity Award Conversion Ratio.
Documents
Issuer
Covidien plc
CIK 0001385187
Entity typeoperating
Related Parties
1- filerCIK 0001385187
Filing Metadata
- Form type
- 4
- Filed
- Jan 27, 7:00 PM ET
- Accepted
- Jan 28, 5:44 PM ET
- Size
- 21.4 KB