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 * OLEARY DENISE M   2. Issuer Name and Ticker or Trading Symbol MEDTRONIC INC [MDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 618 MOUNTAIN HOME RD 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2015 (Street) WOODSIDE, CA 94062 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) Code V Amount (A) or (D) Price Common stock 01/26/2015   D   40,606.658 D (1) (2) 0 D

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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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$ 57	01/26/2015		D			4,211	(3)	08/31/2015	Common stock	4,211	(3)	0	D
Stock option (right to buy)	$ 56.99	01/26/2015		D			1,229	(4)	09/01/2015	Common stock	1,229	(4)	0	D
Stock option (right to buy)	$ 46.91	01/26/2015		D			1,493	(5)	09/01/2016	Common stock	1,493	(5)	0	D
Stock option (right to buy)	$ 52.84	01/26/2015		D			1,010	(6)	09/01/2017	Common stock	1,010	(6)	0	D
Stock option (right to buy)	$ 50.34	01/26/2015		D			1,590	(7)	04/28/2018	Common stock	1,590	(7)	0	D
Stock option (right to buy)	$ 29.96	01/26/2015		D			2,671	(8)	04/27/2019	Common stock	2,671	(8)	0	D
Stock option (right to buy)	$ 44.13	01/26/2015		D			1,813	(9)	05/03/2020	Common stock	1,813	(9)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OLEARY DENISE M 618 MOUNTAIN HOME RD WOODSIDE, CA 94062	X

Signatures

/s/ Rhonda L. Ingalsbe, Attorney-in-fact		01/28/2015
**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)	Represents shares of Medtronic, Inc. ("Medtronic"), including deferred units credited under a Medtronic, Inc. equity-based plan to be paid in Medtronic, Inc. common stock upon the director's resignation or retirement as well as a balance increase of 246.585 shares since the director's last Form 4 filing due to exempt transactions such as dividend reinvestment, disposed of pursuant to the merger (the "Merger)of a wholly-owned subsidiary of Medtronic plc ("New Medtronic") with and into Medtronic, with Medtronic surviving as a wholly-owned subsidiary of New Medtronic, in exchange for ordinary shares of New Medtronic, which was consummated after and conditioned on New Medtronic's acquisition of Covidien plc, by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. (Continued in Footnote 2)
(2)	At the effective time of the Merger, each Medtronic common share (including each deferred unit) was cancelled and converted into the right to receive one New Medtronic ordinary share. Under the terms of the Merger, the director received cash in lieu of fractional shares of New Medtronic and deferred units were rounded up to the nearest whole share.
(3)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 4,211 ordinary shares of New Medtronic for $57.00 per share with the same terms and conditions as the original Medtronic stock option.
(4)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,229 ordinary shares of New Medtronic for $56.99 per share with the same terms and conditions as the original Medtronic stock option.
(5)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,493 ordinary shares of New Medtronic for $46.91 per share with the same terms and conditions as the original Medtronic stock option.
(6)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,010 ordinary shares of New Medtronic for $52.84 per share with the same terms and conditions as the original Medtronic stock option.
(7)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,590 ordinary shares of New Medtronic for $50.34 per share with the same terms and conditions as the original Medtronic stock option.
(8)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 2,671 ordinary shares of New Medtronic for $29.96 per share with the same terms and conditions as the original Medtronic stock option.
(9)	This option, which was fully vested at the effective time of the Merger, was assumed by New Medtronic in the Merger and converted into an option to purchase 1,813 ordinary shares of New Medtronic for $44.13 per share with the same terms and conditions as the original Medtronic stock option.

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