Stephanie Bolton - Mar 1, 2024 Form 3 Insider Report for LivaNova PLC (LIVN)

Signature
/s/ Sarah K. Mohr, Attorney-in-Fact
Stock symbol
LIVN
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
3
Date filed
3/11/2024, 04:47 PM
Next filing
Apr 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LIVN Ordinary Shares 5.46K Mar 1, 2024 Direct

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
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 11.6K $42.71 Direct F1
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 4.41K $82.04 Direct F2
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 4.29K $73.25 Direct F3
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 6.38K $43.57 Direct F4
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 2.27K $97.25 Direct F5
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 1.61K $88.38 Direct F6
holding LIVN Stock Appreciation Rights Mar 1, 2024 Ordinary Shares 3.71K $56.17 Direct F7
holding LIVN Restricted Stock Units Mar 1, 2024 Ordinary Shares 5.32K Direct F8, F9
holding LIVN Restricted Stock Units Mar 1, 2024 Ordinary Shares 1.37K Direct F10, F11
holding LIVN Restricted Stock Units Mar 1, 2024 Ordinary Shares 853 Direct F10, F12
holding LIVN Restricted Stock Units Mar 1, 2024 Ordinary Shares 573 Direct F10, F13
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 2.66K $0.00 Direct F14, F15
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 2.66K $0.00 Direct F14, F16
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 5.32K $0.00 Direct F14, F17
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 914 $0.00 Direct F18, F19
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 914 $0.00 Direct F18, F20
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 1.83K $0.00 Direct F18, F21
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 853 $0.00 Direct F18, F22
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 853 $0.00 Direct F18, F23
holding LIVN Performance Stock Units Mar 1, 2024 Ordinary Shares 1.71K $0.00 Direct F18, F24
holding LIVN Option to purchase common stock Mar 1, 2024 Ordinary Shares 551 $57.39 Direct F25
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reporting person was granted an award of stock appreciation rights ("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.
F2 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, 2022.
F3 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.
F4 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, 2020.
F5 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.
F6 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.
F7 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.
F8 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 LivaNova PLC 2022 Incentive Award Plan (the "2022 Plan") and the award agreement.
F9 The reporting person was granted 5,319 RSUs on December March 30, 2023, subject to a four-year vesting schedule, which begins on March 30, 2024. The unvested RSUs reported here vest 25% on March 30, 2024, 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.
F10 Each RSU represents a contingent right to receive one Ordinary Share of LivaNova PLC, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the "2015 Plan") and the award agreement.
F11 The reporting person was granted 1,828 RSUs on December March 30, 2022, subject to a four-year vesting schedule, which began on March 30, 2023. The remaining unvested RSUs reported here vest 25% on March 30, 2024, 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.
F12 The reporting person was granted 1,706 RSUs on December March 30, 2021, subject to a four-year vesting schedule, which began on March 30, 2022. The remaining unvested RSUs reported here vest 25% on March 30, 2024, and 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.
F13 The reporting person was granted 2,295 RSUs on December March 30, 2020, subject to a four-year vesting schedule, which began on March 30, 2021. The remaining unvested RSUs reported here vest 25% on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement.
F14 Each performance stock unit (PSU) represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2022 Plan and the terms of the award agreement.
F15 On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's free cash flow (FCF) for performance period 2023-2025 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.
F16 On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period 2023-2025 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.
F17 On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's total shareholder return (TSR) for the three-year period beginning on January 1, 2023 and ending December 31, 2025 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.
F18 Each PSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2015 Plan and the terms of the award agreement.
F19 On March 30, 2022, reporting person was granted PSUs to vest or lapse on March 30, 2025 based on how the Company's free cash flow (FCF) for performance period January 1, 2022 to December 31, 2024 compares to a target determined by the 2015 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.
F20 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 2015 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.
F21 On March 30, 2022, reporting person was granted PSUs to vest or lapse on March 30, 2025 based on 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 2015 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.
F22 On March 30, 2021, reporting person was granted PSUs to vest or lapse on March 30, 2024 based on how the Company's free cash flow (FCF) for performance period of 2021 compares to a target determined by the 2015 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.
F23 On March 30, 2021, reporting person was granted PSUs to vest or lapse on March 30, 2024 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period of 2021 compares to a target determined by the 2015 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.
F24 On March 30, 2021, reporting person was granted PSUs to vest or lapse on March 30, 2024 based on the Company's total shareholder return (TSR) for the three-year period beginning on January 1, 2021 and ending December 31, 2023 relative to the total shareholder return of a peer group of companies, as determined by the 2015 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.
F25 Reporting person was granted an award of stock options. These stock options were previously issued to the reporting person under the Cyberonics, Inc. 2009 Stock Plan and converted to LivaNova PLC stock options under the 2015 Plan on October 18, 2015. All options are vested and exercisable.

Remarks:

Exhibit List: Ex 24 - Power of Attorney