EVP, Chief Financial Officer Spooner Chad was granted 269,401 shares (SEC Form 4)
$MMED
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MiniMed Group, Inc. [ MMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/11/2026(1)(2) | A | 70,896(3) | A | (3) | 70,896(4) | D | |||
| Common Stock | 03/11/2026(1)(2) | A | 127,609(5) | A | (5) | 127,609(4) | D | |||
| Common Stock | 03/11/2026(1)(2) | A | 70,896(6) | A | (6) | 70,896(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. In connection with MMED's separation from Medtronic plc ("Medtronic") effective March 9, 2026 (the "Separation"), as further described in MMED's current report on Form 8-K filed on March 9, 2026, certain restricted stock units and performance share units granted by Medtronic held by the Reporting Person (the "Medtronic Awards") were converted into time-vesting restricted stock units denominated in shares of MMED's common stock ("MMED RSUs") pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2026, by and between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. (the "EMA"). |
| 2. Pursuant to the terms of the EMA, the Medtronic Awards were converted into MMED RSUs based, in part, on (i) the average closing trading price of a Medtronic ordinary share for the last three consecutive trading days ending on March 6, 2026 and (ii) the average closing trading price of a share of MMED common stock for three consecutive trading days starting with and including March 9, 2026 (the "Equity Award Conversion"). |
| 3. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the "LTIP") and vest on April 28, 2028. |
| 4. Includes shares to be issued in connection with the vesting of one or more restricted stock units. |
| 5. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028. |
| 6. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 28, 2028. |
| Remarks: |
| /s/ Bryan F. Kelly, attorney-in-fact | 03/13/2026 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||