Edgar Filing: MEDTRONIC INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HAKAMI HOOMAN

2. Issuer Name and Ticker or Trading Symbol
MEDTRONIC INC [MDT]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
EVP & Group President Diabetes

(Last)

(First)

(Middle)

710 MEDTRONIC PKWY MS LC300

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2014

(Street)

MINNEAPOLIS, MN 55432

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2014		A⁽²⁾		7,436	A	$ 0	7,436	D
Common Stock	07/28/2014		A⁽³⁾		18,324	A	$ 0	25,760	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 62.76

07/28/2014

29,743

07/28/2015⁽¹⁾

07/28/2024

Common Stock

29,743

$ 0

29,743

Employee Stock Option (right to buy)

$ 62.76

07/28/2014

1,594

07/28/2015⁽¹⁾

07/28/2024

Common Stock

1,594

$ 0

31,337

Employee Stock Option (right to buy)

$ 62.76

07/28/2014

73,296

07/28/2015⁽¹⁾

07/28/2024

Common Stock

73,296

$ 0

104,633

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAKAMI HOOMAN 710 MEDTRONIC PKWY MS LC300 MINNEAPOLIS, MN 55432			EVP & Group President Diabetes

Signatures

Rhonda L. Ingalsbe, Attorney-in-fact		07/29/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.
(2)	The restrictions on such units shall lapse 100% on the third anniversary of the Grant Date if the Companys cumulative diluted earnings per share growth during the 36 month period ending on the last day of the Companys fiscal year 2017 equals or exceeds a 3% compound annual growth rate, as determined by the Compensation Committee.
(3)	The units underlying such award shall vest 100% on the fourth anniversary of the Grant Date. Vesting is subject to the attainment by the Company of a $1.00 diluted EPS threshold for the fiscal year ending prior to each vesting date. In case of death, disability or retirement, the units underlying such award shall vest on a pro rata basis.

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