Sec Form 4 Filing - Dunford Michael P @ Covidien plc - 2012-11-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dunford Michael P 2. Issuer Name and Ticker or Trading Symbol Covidien plc [ COV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) C/O COVIDIEN, 15 HAMPSHIRE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2012 (Street) MANSFIELD, MA02048 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/26/2012 M 2,960 A $ 43.0878 25,649 ( 1 ) D Ordinary Shares 11/26/2012 M 1,411 A $ 45.6575 27,060 D Ordinary Shares 11/26/2012 M 1,411 A $ 38.6485 28,471 D Ordinary Shares 11/26/2012 M 1,136 A $ 34.15 29,607 D Ordinary Shares 11/26/2012 M 1,058 A $ 36.9903 30,665 D Ordinary Shares 11/26/2012 M 870 A $ 35.4533 31,535 D Ordinary Shares 11/26/2012 M 828 A $ 39.06 32,363 D Ordinary Shares 11/26/2012 S 9,674 D $ 57.0628 ( 2 ) 22,689 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 45.6575 11/26/2012 M 1,411 ( 3 ) 03/09/2015 Ordinary Shares 1,411 $ 0 5,644 D Stock Option (Right to Buy) $ 35.4533 11/26/2012 M 870 ( 3 ) 03/25/2014 Ordinary Shares 870 $ 0 3,481 D Stock Option (Right to Buy) $ 43.0878 11/26/2012 M 2,960 ( 3 ) 07/01/2017 Ordinary Shares 2,960 $ 0 11,840 D Stock Option (Right to Buy) $ 39.06 11/26/2012 M 828 ( 4 ) 08/02/2019 Ordinary Shares 828 $ 0 4,692 D Stock Option (Right to Buy) $ 38.6485 11/26/2012 M 1,411 ( 3 ) 11/20/2016 Ordinary Shares 1,411 $ 0 5,644 D Stock Option (Right to Buy) $ 36.9903 11/26/2012 M 1,058 ( 3 ) 11/21/2015 Ordinary Shares 1,058 $ 0 4,233 D Stock Option (Right to Buy) $ 34.15 11/26/2012 M 1,136 ( 4 ) 11/30/2018 Ordinary Shares 1,136 $ 0 7,066 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dunford Michael P C/O COVIDIEN 15 HAMPSHIRE STREET MANSFIELD, MA02048 Senior Vice President Signatures By: John W. Kapples, Attorney in Fact 11/26/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 13 shares acquired in connection with the Issuer's employee stock purchase plan since the date of the Reporting Person's most recently filed Form 4. ( 2 )The price reported is the weighted average price. Shares were sold in multiple transactions at prices ranging from $57.06 to $57.09. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each price. ( 3 )Fully exercisable. ( 4 )Options become exercisable in equal installments on each of the first, second, third and fourth anniversary of the grant 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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