Sec Form 4 Filing - Martha Geoffrey @ Medtronic plc - 2021-08-25

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 Martha Geoffrey 2. Issuer Name and Ticker or Trading Symbol Medtronic plc [ MDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 710 MEDTRONIC PKWY MS LC300 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2021 (Street) MINNEAPOLIS, MN55432 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 08/25/2021 M( 1 ) 1,481 A $ 55.32 97,317 D Ordinary Shares 08/25/2021 S( 1 ) 1,481 D $ 132.67 95,836 D Ordinary Shares 08/25/2021 M( 1 ) 10,100 A $ 62.76 105,936 D Ordinary Shares 08/25/2021 S( 1 ) 10,100 D $ 132.67 95,836 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) $ 55.32 08/25/2021 M( 1 ) 1,481 ( 2 )( 3 ) 07/29/2023 Ordinary Shares 1,481 $ 0 0 D Stock Option (Right to Buy) $ 62.76 08/25/2021 M( 1 ) 10,100 ( 4 )( 5 ) 07/28/2024 Ordinary Shares 10,100 $ 0 17,519 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martha Geoffrey 710 MEDTRONIC PKWY MS LC300 MINNEAPOLIS, MN55432 X CEO Signatures /s/ Thomas L. Osteraas, attorney-in-fact 08/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 2 )This option to purchase 1,808 Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 1,808 Medtronic Inc. common stock shares for $55.32 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option. ( 3 )This option to purchase 20,481 Medtronic ordinary shares for $55.32 per share, which was partially vested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 20,481 Medtronic Inc. common stock shares for $55.32 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option. ( 4 )This option to purchase 1,594 Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Covidien acquisition, represents the conversion of an option to purchase 1,594 Medtronic Inc. common stock shares for $62.76 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option. ( 5 )This option to purchase 27,619 Medtronic ordinary shares for $62.76 per share, which was unvested at the effective time of the Covidien acquisition, represents the conversion of 27,619 Medtronic common stock shares for $62.76 per share. This Medtronic plc stock option has the same terms and conditions as the original Medtronic Inc. stock option.

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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