Sec Form 4 Filing - Masterson John H @ Covidien plc - 2013-08-08

Insider filing report for Changes in Beneficial Ownership
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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
Masterson John H
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)
SVP and General Counsel
(Last) (First) (Middle)
C/O COVIDIEN, 15 HAMPSHIRE STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2013
(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 08/08/2013 M 30,383 A $ 39.18 93,273 ( 1 ) D
Ordinary Shares 08/08/2013 S 30,383 D $ 63.9 62,890 D
Ordinary Shares 08/09/2013 M 36,500 A $ 43.44 99,390 D
Ordinary Shares 08/09/2013 M 10,733 A $ 42.39 110,123 D
Ordinary Shares 08/09/2013 S 47,233 D $ 63.6867 ( 2 ) 62,890 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) $ 39.18 ( 3 ) 08/08/2013 M 30,383 ( 4 ) 11/30/2020 Ordinary Shares 30,383 ( 3 ) $ 0 30,384 D
Stock Option (Right to Buy) $ 43.44 ( 3 ) 08/09/2013 M 36,500 ( 4 ) 11/30/2019 Ordinary Shares 36,500 ( 3 ) $ 0 12,167 D
Stock Option (Right to Buy) $ 42.39 ( 3 ) 08/09/2013 M 10,733 ( 4 ) 11/30/2021 Ordinary Shares 10,733 ( 3 ) $ 0 32,202 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Masterson John H
C/O COVIDIEN
15 HAMPSHIRE STREET
MANSFIELD, MA02048
SVP and General Counsel
Signatures
By: John W. Kapples, Attorney in Fact 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes unvested restricted stock units and associated unvested dividend equivalent units, the number of which were adjusted in connection with the recent spin-off of Covidien's pharmaceuticals business. Also includes 63 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 $63.6700 to $63.7400. 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 )Adjusted in connection with the spin-off of Covidien's pharmaceuticals business.
( 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).
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