Stephanie Bolton - Mar 30, 2024 Form 4 Insider Report for LivaNova PLC (LIVN)

Signature
/s/ Sarah K. Mohr, Attorney-in-Fact
Stock symbol
LIVN
Transactions as of
Mar 30, 2024
Transactions value $
-$203,789
Form type
4
Date filed
4/2/2024, 09:22 PM
Previous filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LIVN Ordinary Shares Options Exercise $0 +7.74K +141.81% $0.00 13.2K Mar 30, 2024 Direct F1
transaction LIVN Ordinary Shares Tax liability -$204K -3.64K -27.59% $55.94 9.56K 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 -573 -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 573 Direct F3, F4
transaction LIVN Restricted Stock Units Options Exercise $0 -427 -50.06% $0.00 426 Mar 30, 2024 Ordinary Shares 427 Direct F3, F5
transaction LIVN Restricted Stock Units Options Exercise $0 -457 -33.33% $0.00 914 Mar 30, 2024 Ordinary Shares 457 Direct F3, F6
transaction LIVN Restricted Stock Units Options Exercise $0 -1.33K -25% $0.00 3.99K Mar 30, 2024 Ordinary Shares 1.33K Direct F7, F8
transaction LIVN Performance Stock Units Options Exercise $0 -1.71K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 1.71K Direct F9, F10
transaction LIVN Performance Stock Units Options Exercise $0 -1.29K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 1.29K Direct F9, F11
transaction LIVN Performance Stock Units Options Exercise $0 -1.96K -100% $0.00* 0 Mar 30, 2024 Ordinary Shares 1.96K Direct F9, F12
transaction LIVN Restricted Stock Units Award $0 +4.92K $0.00 4.92K Mar 30, 2024 Ordinary Shares 4.92K Direct F7, F13
transaction LIVN Performance Stock Units Award $0 +2.46K $0.00 2.46K Mar 30, 2024 Ordinary Shares 2.46K Direct F14, F15
transaction LIVN Performance Stock Units Award $0 +2.46K $0.00 2.46K Mar 30, 2024 Ordinary Shares 2.46K Direct F14, F16
transaction LIVN Performance Stock Units Award $0 +4.92K $0.00 4.92K Mar 30, 2024 Ordinary Shares 4.92K Direct F14, F17
transaction LIVN Stock Appreciation Rights Award $0 +10.7K $0.00 10.7K Mar 30, 2024 Ordinary Shares 10.7K $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 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 2015 Incentive Award Plan (the 2015 Plan) and the award agreement.
F4 The reporting person was granted 2,295 RSUs on March 30, 2020, subject to a four-year vesting in equal annual installments, which began on March 30, 2021. RSUs reported here vested 25% on March 30, 2024. The RSUs were subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement.
F5 The reporting person was granted 1,706 RSUs on March 30, 2021, subject to a four-year vesting in equal annual installments, which began on March 30, 2022. The remaining unvested RSUs reported here vest 25% 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.
F6 The reporting person was granted 1,828 RSUs on March 30, 2022, subject to a four-year vesting in equal annual installments, which began on March 30, 2023. The remaining unvested RSUs reported here vest 25% on 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.
F7 Each RSU represents a contingent right to receive one Ordinary Share, in accordance with the terms of the LivaNova PLC 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.
F8 The reporting person was granted 5,319 RSUs on March 30, 2023, subject to a four-year vesting in equal annual installments, which began on March 30, 2024. The unvested RSUs reported here vest 25% on 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.
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 terms of the award agreement.
F10 On March 30, 2021, the reporting person received a grant of 853 PSUs. The number of PSUs that vested was the result of the Company's performance against a target related to Free Cash Flow (FCF) for fiscal year 2021 with additional two years service condition. 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, the reporting person received a grant of 853 PSUs. The number of PSUs that vested was the result of the Company's Return on Investment Capital (ROIC) for fiscal year 2021 with additional two years service condition. The performance achieved was 151.30%, and the actual number of vested shares is presented as the quantity that was acquired.
F12 On March 30, 2021, the reporting person was granted 1,706 PSUs. The vesting of the PSUs depended on the Company's performance against a target of the total shareholder return (TSR) for fiscal years 2021, 2022, and 2023, compared to peer companies. The Company's performance achieved a result of 115%, 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 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.
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 award agreement.
F15 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 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 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.
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.