MiniMed Group Inc.

03/13/2026 | Press release | Distributed by Public on 03/13/2026 17:26

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dianaty Ali
2. Issuer Name and Ticker or Trading Symbol
MiniMed Group, Inc. [MMED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O 18000 DEVONSHIRE STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026
(Street)
NORTHRIDGE, CA 91325
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 03/11/2026(1)(2) A 11,054(3) A (3) 11,054(4) D
Common Stock 03/11/2026(1)(2) A 46,989(5) A (5) 46,989(4) D
Common Stock 03/11/2026(1)(2) A 35,448(6) A (6) 35,448(4) D
Common Stock 03/11/2026(1)(2) A 14,628(7) A (7) 14,628(4) D
Common Stock 03/11/2026(1)(2) A 33,684(8) A (8) 33,684(4) D
Common Stock 03/11/2026(1)(2) A 35,448(9) A (9) 35,448(4) D
Common Stock 03/11/2026(1)(2) A 11,563(10) A (10) 11,563(4) D
Common Stock 03/11/2026(1)(2) A 2,444(11) A (11) 2,444(4) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dianaty Ali
C/O 18000 DEVONSHIRE STREET
NORTHRIDGE, CA 91325
See Remarks

Signatures

/s/ Bryan F. Kelly, attorney-in-fact 03/13/2026
**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) 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 December 6, 2026.
(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 on April 30, 2027.
(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 April 28, 2028.
(7) 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 31, 2026.
(8) 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 29, 2027.
(9) 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.
(10) 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 December 6, 2026.
(11) 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 October 28, 2026, October 28, 2027 and October 29, 2028.

Remarks:
EVP, Chief Product & Technology Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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