Securities Exchange Act of 1934
Rule 12g-3

January 23, 2015

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• After consummation of the Transaction, New Medtronic's ordinary shares will be deemed registered under the Exchange Act by operation of Rule 12g-3(c), and New Medtronic will be a "large accelerated filer" for purposes of Exchange Act Rule 12b-2.
• After consummation of the Transaction and before New Medtronic files its first annual report on Form 10-K after the Transaction, it may use Form S-8 to register the securities covered by the New Medtronic Plans and the Covidien Incentive Plans.
• New Medtronic may take into account Medtronic's and Covidien's reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Medtronic's and Covidien's reporting histories under the Exchange Act may also be used in determining whether New Medtronic: (1) "meets the requirements for use of Form S-3" within the meaning of Form S-4; and (2) "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
• New Medtronic may take into account Medtronic's and Covidien's Exchange Act reporting histories in determining whether New Medtronic has complied with the current public information requirements of Securities Act Rule 144(c)(1) and the requirements of Securities Act Rule 144(d)(1)(i).
• New Medtronic may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2015/medtronic-012315-12g3.htm