Alex Shvartsburg - Mar 30, 2024 Form 4 Insider Report for LivaNova PLC (LIVN)

Role
CFO
Signature
/s/ Sarah K. Mohr, Attorney-in-Fact
Stock symbol
LIVN
Transactions as of
Mar 30, 2024
Transactions value $
-$352,981
Form type
4
Date filed
4/2/2024, 09:20 PM
Previous filing
Dec 19, 2023
Next filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LIVN Ordinary Shares Options Exercise $0 +14.8K +157.25% $0.00 24.1K Mar 30, 2024 Direct F1
transaction LIVN Ordinary Shares Tax liability -$353K -6.31K -26.15% $55.94 17.8K 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 -705 -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 705 Direct F3, F4
transaction LIVN Restricted Stock Units Options Exercise $0 -853 -50% $0.00 853 Mar 30, 2024 Ordinary Shares 853 Direct F3, F5
transaction LIVN Restricted Stock Units Options Exercise $0 -914 -33.33% $0.00 1.83K Mar 30, 2024 Ordinary Shares 914 Direct F3, F6
transaction LIVN Restricted Stock Units Options Exercise $0 -2.36K -25% $0.00 7.09K Mar 30, 2024 Ordinary Shares 2.36K Direct F7, F8
transaction LIVN Performance Stock Units Options Exercise $0 -3.41K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 3.41K Direct F9, F10
transaction LIVN Performance Stock Units Options Exercise $0 -3.92K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 3.92K Direct F9, F11
transaction LIVN Performance Stock Units Options Exercise $0 -2.58K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 2.58K Direct F9, F12
transaction LIVN Restricted Stock Units Award $0 +7.15K $0.00 7.15K Mar 30, 2024 Ordinary Shares 7.15K Direct F7, F13
transaction LIVN Performance Stock Units Award $0 +7.15K $0.00 7.15K Mar 30, 2024 Ordinary Shares 7.15K Direct F14, F15
transaction LIVN Performance Stock Units Award $0 +3.58K $0.00 3.58K Mar 30, 2024 Ordinary Shares 3.58K Direct F14, F16
transaction LIVN Performance Stock Units Award $0 +3.58K $0.00 3.58K Mar 30, 2024 Ordinary Shares 3.58K Direct F14, F17
transaction LIVN Stock Appreciation Rights Award $0 +15.6K $0.00 15.6K Mar 30, 2024 Ordinary Shares 15.6K $55.94 Direct F18
* 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), GBP 1.00 par value.
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 2015 Incentive Award Plan (the 2015 Plan) and the award agreement.
F4 On March 30, 2020, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2021. The RSUs were subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement.
F5 On March 30, 2021, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, 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 2015 Plan and the award agreement.
F6 On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting for which occurred on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement.
F7 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.
F8 On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring 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.
F9 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 award agreement.
F10 On March 30, 2021, reporting person was granted 1,706 PSUs to vest or lapse on March 30, 2024 based on how the Company's cumulative adjusted free cash flow (FCF) for fiscal year 2021 compares to a target determined by the 2015 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. The performance achieved was 200%, and the actual number of vested shares is presented as the quantity that was acquired.
F11 On March 30, 2021, reporting person was granted PSUs to vest or lapse on March 30, 2024 based on the 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 Company's performance achieved a result of 115%, and the actual number of vested shares is presented as the quantity that was acquired.
F12 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) for fiscal year 2021 compares to a target determined by the 2015 Plan Administrator. The performance achieved was 151.30%, and the actual number of vested shares is presented as the quantity that was acquired.
F13 On March 30, 2024, reporting person was granted RSUs subject to a three-year vesting schedule, 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.
F14 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.
F15 On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on the Company's 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.
F16 On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's 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.
F17 On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's 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.
F18 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 2022 Plan and the award agreement.