Damien McDonald - 29 Mar 2022 Form 4 Insider Report for LivaNova PLC (LIVN)

Role
CEO
Signature
/s/ Sarah K. Mohr, POA
Issuer symbol
LIVN
Transactions as of
29 Mar 2022
Net transactions value
-$875,962
Form type
4
Filing time
31 Mar 2022, 17:16:50 UTC
Previous filing
17 Mar 2022
Next filing
19 Dec 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 Sale $226,896 -2,784 -3.5% $81.50 76,993 29 Mar 2022 Direct F1
transaction LIVN Ordinary Shares Options Exercise $0 +3,213 +4.2% $0.000000 80,206 30 Mar 2022 Direct F2
transaction LIVN Ordinary Shares Tax liability $123,146 -1,511 -1.9% $81.50 78,695 30 Mar 2022 Direct F3
transaction LIVN Ordinary Shares Options Exercise $0 +8,607 +11% $0.000000 87,302 30 Mar 2022 Direct F2
transaction LIVN Ordinary Shares Tax liability $329,749 -4,046 -4.6% $81.50 83,256 30 Mar 2022 Direct F3
transaction LIVN Ordinary Shares Options Exercise $0 +5,120 +6.1% $0.000000 88,376 30 Mar 2022 Direct F2
transaction LIVN Ordinary Shares Tax liability $196,170 -2,407 -2.7% $81.50 85,969 30 Mar 2022 Direct F3

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 Restricted Stock Units Options Exercise $0 -3,213 -50% $0.000000 3,213 30 Mar 2022 Ordinary Shares 3,213 Direct F4, F5, F6
transaction LIVN Restricted Stock Units Options Exercise $0 -8,607 -33% $0.000000 17,213 30 Mar 2022 Ordinary Shares 8,607 Direct F4, F6, F7
transaction LIVN Restricted Stock Units Options Exercise $0 -5,120 -25% $0.000000 15,357 30 Mar 2022 Ordinary Shares 5,120 Direct F4, F6, F8
transaction LIVN Restricted Stock Units Award $0 +18,283 $0.000000 18,283 30 Mar 2022 Ordinary Shares 18,283 Direct F4, F9
transaction LIVN Performance Stock Units Award $0 +9,141 $0.000000 9,141 30 Mar 2022 Ordinary Shares 9,141 Direct F10, F11
transaction LIVN Performance Stock Units Award $0 +18,283 $0.000000 18,283 30 Mar 2022 Ordinary Shares 18,283 Direct F10, F12
transaction LIVN Performance Stock Units Award $0 +9,141 $0.000000 9,141 30 Mar 2022 Ordinary Shares 9,141 Direct F10, F13
transaction LIVN Stock Appreciation Rights Award $0 +35,483 $0.000000 35,483 30 Mar 2022 Ordinary Shares 35,483 $82.04 Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares sold pursuant to a Rule 10b5-1 Plan adopted by reporting person on November 9, 2021.
F2 Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
F3 The referenced shares were withheld from distribution at the request of reporting person to satisfy tax liability.
F4 Each RSU represents a contingent right to receive one ordinary share of the Company, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the Plan) and the award agreement.
F5 On March 30, 2019, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2020. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
F6 This number reflects the number of derivative securities beneficially owned following reported transaction for this specific grant.
F7 On March 30, 2020, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2021. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
F8 On March 30, 2021, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2022. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
F9 On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting occurring on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
F10 Each performance stock unit (PSU) represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the Plan and the award agreement.
F11 On March 30, 2022, reporting person was granted PSUs to vest or lapse on March 30, 2025 based on how the Company's cumulative adjusted free cash flow (FCF) for performance period 2022-2024 compares to a target determined by the Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.
F12 On March 30, 2022, reporting person was granted PSUs to vest or lapse on March 30, 2025 based on the the Company's total shareholder return (TSR) for the three-year period beginning on January 1, 2022 and ending December 31, 2024 relative to the total shareholder return of a peer group of companies, as determined by the Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.
F13 On March 30, 2022, reporting person was granted PSUs to vest or lapse on March 30, 2025 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period 2022-2024 compares to a target determined by the Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.
F14 On March 30, 2022, reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting schedule, the first vesting occurring on March 30, 2023. The SARs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.