UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 2628, 2015

COVIDIEN PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-33259

98-0624794

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

20 Lower Hatch Street ~~Dublin 2, Ireland (Address of principal executive offices) (Zip Code)~~

Dublin 2, Ireland

(Address of principal executive offices)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note.

OnAs previously disclosed, on January 26, 2015, pursuant to the transaction agreement, dated as of June 15, 2014, among Medtronic, Inc., a Minnesota ~~corporation~~ corporation (“Medtronic”), Covidien public limited company, an Irish public limited company (“Covidien”), Kalani I Limited (now known as Medtronic plc, a public limited company organized under the laws of Ireland (“New Medtronic”)), Makani II Limited, a private limited company organized under the laws of Ireland and a wholly owned subsidiary of New Medtronic (“IrSub”), Aviation Acquisition Co., Inc., a Minnesota corporation (“U.S. AcquisitionCo”), and Aviation Merger Sub, LLC, a Minnesota limited liability company and a wholly owned subsidiary of U.S. AcquisitionCo (“MergerSub”) (the “Transaction Agreement”), (a) New Medtronic and IrSub acquired Covidien (the “Acquisition”) pursuant to a scheme of arrangement ~~(the “Scheme”)~~ under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 and (b) MergerSub merged with and into Medtronic, with Medtronic as the surviving corporation in the merger (the “Merger” and, together with the Acquisition, the “Transactions”). Following the consummation of the Transactions, each of Medtronic and Covidien became subsidiaries of New Medtronic.

~~This~~Item ~~Current~~3.02. ~~Report~~Unregistered onSales ~~Form~~of ~~8-K~~Equity ~~should be read in conjunction with the other Current Report on Form 8-K filed by Covidien on January 26, 2015~~Securities.

~~Item~~On 5January 28, 2015, Covidien converted seven authorized and issued ordinary shares, par value $0.0220 each, into seven Dollar Deferred Shares, par value $0.20 ~~Departure~~each of(the ~~Directors~~“Dollar orDeferred ~~Certain~~Shares” ~~Officers;~~and ~~Election~~the ofconversion, ~~Directors;~~the ~~Appointment~~“Conversion”). The Conversion, and the issuance of ~~Certain~~the ~~Officers;~~Dollar Deferred ~~Compensatory~~Shares ~~Arrangements~~as a part thereof, occurred in a private placement in reliance upon an exemption from registration under the Securities Act of ~~Certain~~1933, ~~Officers~~as amended, pursuant to Section 4(a)(2) thereof.

InItem ~~connection with the completion of the Transactions, and effective as of January 26, 2015, José E~~3. ~~Almeida, Joy A~~03. ~~Amundson,~~Material ~~Craig Arnold,~~Modification ~~Robert H.~~to ~~Brust, Christopher J. Coughlin, Randall J. Hogan, Dennis H. Reilley, Stephen H. Rusckowski and Joseph A. Zaccagnino resigned their positions as directors on~~ the ~~board~~Rights of ~~directors~~Security ~~of Covidien (the “Covidien Board”) in accordance with the Transaction Agreement~~Holders. ~~None of these resignations was a result of any disagreement with Covidien, its management or the Covidien Board or any matter relating to Covidien’s operations, policies or practices.~~

~~Further,~~The ~~four~~information ~~directors~~set ~~were~~forth ~~appointed~~in toItem 5.03 below ~~the~~of ~~Covidien~~this ~~Board~~Current Report on ~~January 26,~~Form ~~2015, effective~~8-K ~~immediately:~~is incorporated by reference into this Item 3.03.

~~Philip~~Item J5.03. ~~Albert,~~Amendments ~~age~~to ~~49,~~Articles ~~has been the Vice President~~ of ~~Corporate~~Incorporation ~~Tax~~or atBylaws; ~~Medtronic~~Change ~~since 2005. Before joining Medtronic~~ in ~~1993,~~ ~~Mr. Albert~~Fiscal ~~spent five years at Arthur Andersen LLP in its St~~Year. ~~Paul, Brussels and Minneapolis offices. Mr. Albert received a Master’s in Business Taxation in 2001 from the University of Minnesota, Carlson School of Management.~~

~~Gerard~~Effective ~~Kilcommins~~January 28, ~~age 53~~ 2015, ~~has~~following ~~been~~ the ~~Vice~~consummation ~~President~~ of ~~Global~~the ~~Vascular Operations and Supply Chain for Medtronic since 2011. Prior to that~~Transactions, ~~Mr. Kilcommins~~ ~~was~~Covidien ~~the~~amended ~~Vice~~and ~~President~~restated ofits ~~Global~~Memorandum ~~Vascular Coronary~~ and ~~Endovascular~~Articles ~~Operations~~of ~~from~~Association ~~2007 to 2011. In addition, Mr. Kilcommins has been~~ (the ~~General~~“Memorandum ~~Manager~~and ~~of Medtronic’s Galway site in Ireland since 2003~~Articles”). ~~Mr. Kilcommins~~ ~~has~~The ~~held~~Memorandum ~~various engineering~~ and ~~operations~~Articles ~~roles~~reflect ~~since~~an ~~joining~~increase ~~Medtronic~~ in ~~1999.~~the ~~Mr. Kilcommins~~authorized ~~has~~share ~~over~~capital of 25Covidien ~~years~~in oforder ~~experience~~to ~~working~~create in the ~~healthcare~~class ~~industry.~~of ~~Mr. Kilcommins~~Dollar ~~began~~Deferred ~~his~~Shares ~~career~~issued as apart ~~Mechanical Engineer~~of ~~with~~the ~~Healthdyne~~Conversion inand ~~Shannon,~~to ~~Ireland~~otherwise ~~and~~make ~~later~~certain ~~joined~~changes ~~Becton~~to ~~Dickinson~~reflect inCovidien’s ~~Dublin,~~transition ~~Ireland.~~from Ina ~~the~~widely ~~late~~held ~~1980s,~~public ~~Mr. Kilcommins~~company ~~joined~~to CRa ~~Bard~~subsidiary inof ~~Galway,~~New ~~which~~Medtronic ~~subsequently~~as ~~became~~a result ~~part~~ of ~~Medtronic~~the ~~via~~consummation ~~acquisition~~of inthe ~~1999~~Acquisition.

~~Jacinta~~The ~~Lambert,~~foregoing ~~age~~description ~~46, has been Director~~ of ~~Finance of Covidien since 2009. A member of~~ the ~~Covidien~~Memorandum ~~Irish~~and ~~leadership~~Articles ~~council, she also~~ is ~~member~~a ~~of the~~general ofdescription ~~the~~only ~~Economic~~ and ~~Tax~~is ~~group~~qualified ~~with~~in its ~~the~~entirety ~~Irish~~by ~~Business~~reference ~~and Employers Confederation. Prior~~ to ~~this role, Jacinta held~~ the ~~position~~Memorandum ofand ~~Chief Accounting Officer with ESG Re Ltd~~Articles, awhich ~~global~~is ~~reinsurance~~filed ~~company.~~as AExhibit ~~Chartered Certified Accountant (FCCA), she has held senior finance positions in a number of U~~3.S.1 ~~multinational~~to ~~corporations~~this ~~and~~Current ~~has~~Report ~~experience~~on ~~with~~Form ~~corporate governance, mergers, acquisitions, management buy~~8-~~out~~K and ~~restructuring.~~is ~~She~~incorporated ~~has~~herein ~~recently~~by ~~successfully completed final examinations in Company Direction for the Chartered Director qualification~~reference.

~~Keyna~~Item ~~Skeffington, age 52, has been the Vice President, Legal – Corporate and Securities at Medtronic since 2007~~9. ~~She has also served as Assistant Corporate Secretary of Medtronic since 2005~~01. ~~Before~~Financial ~~joining~~Statements ~~Medtronic~~and ~~in 2004, Ms~~Exhibits. ~~Skeffington was a partner in the Corporate Finance group of Faegre & Benson LLP in Minneapolis, Minnesota (now known as Faegre Baker Daniels LLP).~~

2(d) Exhibits:

There are no arrangements or understandings between any director and any other person pursuant to which such director was selected as a director, other than the provisions of the Transaction Agreement relating to the appointment of directors.


Exhibit No.		Description

3.1		Memorandum and Articles of Association of Covidien public limited company.*

In* ~~connection~~Filed ~~with the completion of the Transactions, and effective as of January 26, 2015, each officer of Covidien immediately prior to the completion of the Transactions ceased to be an officer of Covidien.~~ herewith

~~Additionally,~~2 ~~the following persons became officers of Covidien on January 26, 2015, effective immediately:~~

~~Gary~~SIGNATURE L. Ellis, age 57, was appointed President and Chief Executive Officer. Mr. Ellis has been Executive Vice President and Chief Financial Officer of Medtronic since April 2014. Prior to that, he was Senior Vice President and Chief Financial Officer from May 2005 to April 2014; Vice President, Corporate Controller and Treasurer from October 1999 to May 2005 and Vice President and Corporate Controller from August 1994 to October 1999. Mr. Ellis joined Medtronic in 1989 as Assistant Corporate Controller and was promoted to Vice President of Finance for Medtronic Europe in 1992 until being named as Corporate Controller in 1994. Mr. Ellis is a member of the board of directors of The Toro Company and past chairman of the American Heart Association.

~~Ms. Lambert~~Pursuant ~~was~~to ~~appointed~~the ~~Vice~~requirements ~~President~~of the Securities Exchange Act of ~~Finance~~1934, inthe ~~addition~~Registrant tohas ~~her~~duly ~~appointment~~caused asthis areport ~~director~~ to be signed on its behalf by the ~~Covidien~~undersigned ~~Board~~hereunto duly authorized.

Benefit Plans and Employment Agreements Amended and Assumed


	COVIDIEN PUBLIC LIMITED COMPANY
		(Registrant)

Date: February 3, 2015	By:	/s/ Gary L. Ellis
		Name:	Gary L. Ellis
		Title:	President and Chief Financial Officer

In3 connection with the completion of the Transactions, and effective as of January 26, 2015, the New Medtronic Board approved the assumption of the following plans by New Medtronic and for Covidien Ordinary Shares underlying awards under such plans to be replaced with a number of New Medtronic shares calculated in accordance with and subject to the terms of the Transaction Agreement.

• Covidien Separation and Distribution Agreement Equity Awards

• Covidien Stock and Incentive Plan

• Covidien Savings Related Share Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COVIDIEN PUBLIC LIMITED COMPANY

(Registrant)

Date: January 26, 2015

/s/ Gary L. Ellis

Name: Title:

Gary L. Ellis President and Chief Financial Officer

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