| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 6,667 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Appreciation Rights | (1) | 03/30/2034 | Ordinary Shares | 4,706 | 55.94 | D | |
| Stock Appreciation Rights | (2) | 03/30/2033 | Ordinary Shares | 2,841 | 42.71 | D | |
| Stock Appreciation Rights | (3) | 03/30/2032 | Ordinary Shares | 1,658 | 82.04 | D | |
| Stock Appreciation Rights | (4) | 03/30/2031 | Ordinary Shares | 2,021 | 73.25 | D | |
| Stock Appreciation Rights | (5) | 03/30/2030 | Ordinary Shares | 3,357 | 43.57 | D | |
| Stock Appreciation Rights | (6) | 03/30/2029 | Ordinary Shares | 1,674 | 97.25 | D | |
| Stock Appreciation Rights | (7) | 03/15/2028 | Ordinary Shares | 2,036 | 88.38 | D | |
| Stock Appreciation Rights | (8) | 05/05/2027 | Ordinary Shares | 2,910 | 56.17 | D | |
| Stock Appreciation Rights | (9) | 03/11/2026 | Ordinary Shares | 2,140 | 57.6 | D | |
| Restricted Stock Units | (10) | (10) | Ordinary Shares | 2,234 | (10) | D | |
| Restricted Stock Units | (11) | (11) | Ordinary Shares | 1,934 | (11) | D | |
| Restricted Stock Units | (12) | (12) | Ordinary Shares | 975 | (12) | D | |
| Restricted Stock Units | (13) | (13) | Ordinary Shares | 343 | (13) | D | |
| Restricted Stock Units | (14) | (14) | Ordinary Shares | 201 | (14) | D | |
| Performance Stock Units | (15) | (15) | Ordinary Shares | 1,117 | 0 | D | |
| Performance Stock Units | (16) | (16) | Ordinary Shares | 1,117 | 0 | D | |
| Performance Stock Units | (17) | (17) | Ordinary Shares | 2,234 | 0 | D | |
| Explanation of Responses: |
| 1. Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the LivaNova PLC 2022 Incentive Award Plan (the "2022 Plan") and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2024. |
| 2. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2022 Plan and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2023. |
| 3. Reporting person was granted an award of SARs. Subject to the terms and conditions of the LivaNova PLC 2015 Incentive Award Plan (the "2015 Plan") and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2022. |
| 4. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2021. |
| 5. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs vested in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2020. These SARs are fully vested. |
| 6. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs vested in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2019. These SARs are fully vested. |
| 7. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs vested in equal installments of 25% on each of the first four anniversaries of the grant date, March 15, 2018. These SARs are fully vested. |
| 8. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs vested in equal installments of 25% on each of the first four anniversaries of the grant date, May 5, 2017. These SARs are fully vested. |
| 9. Reporting person was granted an award of SARs. Subject to the terms and conditions of the 2015 Plan and the award agreement, the SARs vested in equal installments of 25% on each of the first four anniversaries of the grant date, March 11, 2016. These SARs are fully vested. |
| 10. Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share ("Ordinary Share") of LivaNova PLC (the "Company"), GBP 1.00 par value, in accordance with the terms of the 2022 Plan and the award agreement. The reporting person was granted 2,234 RSUs on March 30, 2024, subject to a four-year vesting schedule, which begins on March 30, 2025. The unvested RSUs reported herein vest 25% on March 30, 2025, March 30, 2026, March 30, 2027, and March 30, 2028. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. |
| 11. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2022 Plan and the award agreement. The reporting person was granted 1,934 RSUs on December 15, 2023, subject to a two-year vesting schedule, which begins on December 15, 2024. The unvested RSUs reported here vest 50% on December 15, 2024 and December 15, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. |
| 12. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2022 Plan and the award agreement. The reporting person was originally granted 1,300 RSUs on March 30, 2023, subject to a four-year vesting schedule, which began on March 30, 2024. The 975 unvested RSUs reported herein vest in equal installments on March 30, 2025, March 30, 2026, and March 30, 2027. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. |
| 13. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2015 Plan and the award agreement. The reporting person was originally granted 687 RSUs on March 30, 2022, subject to a four-year vesting schedule, which began on March 30, 2023. The 343 unvested RSUs reported herein vest in equal installments on March 30, 2025 and March 30, 2026. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement. |
| 14. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2022 Plan and the award agreement. The reporting person was granted 804 RSUs on March 30, 2021, subject to a four-year vesting schedule, which began on March 30, 2022. The 201 unvested RSUs reported here vest on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement. |
| 15. Each performance stock unit ("PSU") represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms and conditions of the 2022 Plan and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's free cash flow ("FCF") for performance period 2024-2026 compared to a target determined by the 2022 Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. |
| 16. Each PSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms and conditions of the 2022 Plan and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's Return on Investment Capital ("ROIC") calculated for the performance period 2024-2026 compares to a target determined by the 2022 Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. |
| 17. Each PSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms and conditions of the 2022 Plan and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on the Company's total shareholder return ("TSR") for the three-year period beginning on January 1, 2024 and ending December 31, 2026 relative to the total shareholder return of a peer group of companies, as determined by the 2022 Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. |
| Remarks: |
| Exhibit List: Ex 24 - Power of Attorney |
| /s/ Sarah K. Mohr, Attorney-in-Fact | 08/09/2024 | |
| ** 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 5 (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. | ||
