Damien McDonald - 01 Mar 2022 Form 4 Insider Report for LivaNova PLC (LIVN)

Role: CEO
Signature: /s/ Sarah K. Mohr, POA
Issuer symbol: LIVN
Transactions as of: 01 Mar 2022
Net transactions value: -$187,956
Form type: 4
Filing time: 03 Mar 2022, 19:05:50 UTC
Previous filing: 15 Dec 2021
Next filing: 17 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LIVN	Ordinary Shares	Options Exercise	$0	+5,167	+6.9%	$0.000000	80,520	01 Mar 2022	Direct	F1
transaction	LIVN	Ordinary Shares	Tax liability	$187,956	-2,429	-3%	$77.38	78,091	01 Mar 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LIVN	Performance Stock Units	Options Exercise	$0	-5,167	-100%	$0.000000^*	0	01 Mar 2022	Ordinary Shares	5,167		Direct	F3, F4, F5
transaction	LIVN	Performance Stock Units	Award	$0	+10,238	+100%	$0.000000	20,476	01 Mar 2022	Ordinary Shares	10,238		Direct	F3, F5, F6
transaction	LIVN	Performance Stock Units	Award	$0	+5,252	+51%	$0.000000	15,490	01 Mar 2022	Ordinary Shares	5,252		Direct	F3, F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reporting person had vested performance stock units (PSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
F2	The referenced shares were withheld from distribution at the request of reporting person to satisfy tax liability.
F3	Each PSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the Plan) and the award agreement.
F4	On March 29, 2019, reporting person was granted PSUs to vest or lapse on the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2021 based on how the Company's cumulative adjusted free cash flow for fiscal years 2019, 2020 and 2021 compares to a target determined by the Plan Administrator.
F5	This number reflects the number of derivative securities beneficially owned following reported transaction for this specific grant.
F6	On March 30, 2021, reporting person was granted 10,238 PSUs to vest or lapse on March 30, 2024 based on how the Company's cumulative adjusted free cash flow for fiscal years 2021 compares to a target determined by the Plan Administrator. The Company has determined that 200% of the underlying PSUs shall vest on March 30, 2024, subject to continued service during the vesting period and the award agreement.
F7	On March 30, 2021, reporting person was granted 10,238 PSUs to vest or lapse on March 30, 2024 based on how the Company's Return on Investment Capital (ROIC) for fiscal year 2021 compares to a target determined by the Plan Administrator. The Company has determined that 151.3% of the underlying PSUs shall vest on March 30, 2024 subject to continued service during the vesting period and the award agreement.