SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Marinaro Michael

(Last)

(First)

(Middle)

710 MEDTRONIC PARKWAY

(Street)

MINNEAPOLIS

55432

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2023

3. Issuer Name and Ticker or Trading Symbol
Medtronic plc [ MDT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & President, Surgical OU

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	22,898⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	01/27/2016	01/27/2025	Ordinary Shares	2,345	$74.84	D
Stock Option (Right to Buy)	08/03/2016	08/03/2025	Ordinary Shares	3,126	$78	D
Stock Option (Right to Buy)	08/01/2017	08/01/2026	Ordinary Shares	5,736	$88.06	D
Stock Option (Right to Buy)	05/01/2018	05/01/2027	Ordinary Shares	4,777	$83.74	D
Stock Option (Right to Buy)	07/31/2018	07/31/2027	Ordinary Shares	4,407	$83.97	D
Stock Option (Right to Buy)	07/30/2019	07/30/2028	Ordinary Shares	6,271	$89.08	D
Stock Option (Right to Buy)	10/29/2019	10/29/2028	Ordinary Shares	7,399	$89.45	D
Stock Option (Right to Buy)	07/29/2020	07/29/2029	Ordinary Shares	22,967	$103.26	D
Stock Option (Right to Buy)	08/03/2021	08/03/2030	Ordinary Shares	42,192	$97.33	D
Stock Option (Right to Buy)	08/02/2022	08/02/2031	Ordinary Shares	15,406	$131.26	D
Stock Option (Right to Buy)	08/01/2023	08/01/2032	Ordinary Shares	26,890	$93.08	D
Performance Share Unit	⁽²⁾	⁽²⁾	Performance Share Units	4,831⁽³⁾	⁽⁴⁾	D
Performance Share Unit	⁽⁵⁾	⁽⁵⁾	Performance Share Units	4,191⁽⁶⁾	⁽⁴⁾	D
Performance Share Unit	⁽⁷⁾	⁽⁷⁾	Performance Share Units	8,058⁽⁸⁾	⁽⁴⁾	D

Explanation of Responses:

1. Includes 2,312 restricted stock units that vest on August 3, 2023; 1,761 restricted stock units that vest on August 2, 2024; 3,198 restricted stock units that vest on March 3, 2025; 3,305 restricted stock units that vest on August 1, 2025; and 8,047 restricted stock units that vest on August 20, 2026.

2. The performance share units vest on August 3, 2023.

3. The number of shares to be issued in connection with the performance share units (PSUs) will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 4,831 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

4. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.

5. The performance share units vest on August 2, 2024.

6. The number of shares to be issued in connection with the performance share units (PSUs) will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 4,191 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

7. The performance share units vest on August 1, 2025.

8. The number of shares to be issued in connection with the performance share units (PSUs) will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 8,058 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

Remarks:

	/s/ Martha Ha, attorney-in-fact	07/06/2023
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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