Michael Damon Hutchinson - Mar 30, 2024 Form 4 Insider Report for LivaNova PLC (LIVN)

Role
Chief Legal Officer
Signature
/s/ Sarah K. Mohr, Attorney-in-Fact
Stock symbol
LIVN
Transactions as of
Mar 30, 2024
Transactions value $
-$30,319
Form type
4
Date filed
4/2/2024, 09:18 PM
Previous filing
Dec 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LIVN Ordinary Shares Options Exercise $0 +1.48K +109.48% $0.00 2.83K Mar 30, 2024 Direct F1
transaction LIVN Ordinary Shares Tax liability -$30.3K -542 -19.17% $55.94 2.29K Mar 30, 2024 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 Restricted Stock Units Options Exercise $0 -1.48K -25.01% $0.00 4.43K Mar 30, 2024 Ordinary Shares 1.48K Direct F3, F4
transaction LIVN Restricted Stock Units Award $0 +5.81K $0.00 5.81K Mar 30, 2024 Ordinary Shares 5.81K Direct F3, F5
transaction LIVN Performance Stock Units Award $0 +5.81K $0.00 5.81K Mar 30, 2024 Ordinary Shares 5.81K Direct F6, F7
transaction LIVN Performance Stock Units Award $0 +2.9K $0.00 2.9K Mar 30, 2024 Ordinary Shares 2.9K Direct F6, F8
transaction LIVN Performance Stock Units Award $0 +2.9K $0.00 2.9K Mar 30, 2024 Ordinary Shares 2.9K Direct F6, F9
transaction LIVN Stock Appreciation Rights Award $0 +12.7K $0.00 12.7K Mar 30, 2024 Ordinary Shares 12.7K $55.94 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reporting person had vested restricted stock units (RSUs) and vested performance stock units (PSUs) settled in Ordinary Shares of LivaNova PLC (the Company).
F2 The referenced shares were withheld from distribution to satisfy tax liability.
F3 Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the LivaNova PLC 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.
F4 On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
F5 On March 30, 2024, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
F6 Each PSU 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.
F7 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 TSR of an index of companies, as determined by the 2022 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.
F8 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 compares to a target determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.
F9 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 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.
F10 On March 30, 2024, reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. The SARs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.