Franco Poletti - Aug 1, 2024 Form 3/A - Amendment Insider Report for LivaNova PLC (LIVN)

Signature
/s/ Sarah K. Mohr, Attorney-in-Fact
Stock symbol
LIVN
Transactions as of
Aug 1, 2024
Transactions value $
$0
Form type
3/A - Amendment
Date filed
9/17/2024, 04:02 PM
Date Of Original Report
Aug 9, 2024
Next filing
Sep 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LIVN Ordinary Shares 6.67K Aug 1, 2024 Direct
holding LIVN Ordinary Shares 219 Aug 1, 2024 By Spouse F1

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 Aug 1, 2024 Ordinary Shares 4.71K $55.94 Direct F2
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 2.84K $42.71 Direct F3
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 1.66K $82.04 Direct F4
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 2.02K $73.25 Direct F5
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 3.36K $43.57 Direct F6
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 1.67K $97.25 Direct F7
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 2.04K $88.38 Direct F8
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 2.91K $56.17 Direct F9
holding LIVN Stock Appreciation Rights Aug 1, 2024 Ordinary Shares 2.14K $57.60 Direct F10
holding LIVN Restricted Stock Units Aug 1, 2024 Ordinary Shares 2.23K Direct F11
holding LIVN Restricted Stock Units Aug 1, 2024 Ordinary Shares 1.93K Direct F12
holding LIVN Restricted Stock Units Aug 1, 2024 Ordinary Shares 975 Direct F13
holding LIVN Restricted Stock Units Aug 1, 2024 Ordinary Shares 343 Direct F14
holding LIVN Restricted Stock Units Aug 1, 2024 Ordinary Shares 201 Direct F15
holding LIVN Performance Stock Units Aug 1, 2024 Ordinary Shares 1.12K $0.00 Direct F16
holding LIVN Performance Stock Units Aug 1, 2024 Ordinary Shares 1.12K $0.00 Direct F17
holding LIVN Performance Stock Units Aug 1, 2024 Ordinary Shares 2.23K $0.00 Direct F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3/A is being filed to amend the original Form 3 filed by the reporting person on August 9, 2024 (the "Original Form 3") to report shares held by the reporting person's spouse which were inadvertently omitted from the Original Form 3.
F2 Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the LivaNova PLC 2022 Incentive Award Plan (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, 2024.
F3 Reporting person was granted an award of 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.
F4 Reporting person was granted an award of SARs. Subject to the terms and conditions of the LivaNova PLC 2015 Incentive Award Plan (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.
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 shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 30, 2021.
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 30, 2020. These SARs are fully vested.
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, March 30, 2019. These SARs are fully vested.
F8 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. These SARs are fully vested.
F9 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. These SARs are fully vested.
F10 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 11, 2016. These SARs are fully vested.
F11 Each restricted stock unit ("RSU") represents a contingent right to receive one Ordinary Share of LivaNova PLC (the "Company"), GBP 1.00 par value, in accordance with the terms of the 2022 Plan and the award agreement. The reporting person was granted 2,234 RSUs on March 30, 2024, subject to a four-year vesting schedule, which begins on March 30, 2025. The unvested RSUs reported herein vest 25% on March 30, 2025, March 30, 2026, March 30, 2027, and March 30, 2028. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
F12 Each RSU 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. The reporting person was granted 1,934 RSUs on December 15, 2023, subject to a two-year vesting schedule, which begins on December 15, 2024. The unvested RSUs reported here vest 50% on December 15, 2024 and December 15, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
F13 Each RSU 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. The reporting person was originally granted 1,300 RSUs on March 30, 2023, subject to a four-year vesting schedule, which began on March 30, 2024. The 975 unvested RSUs reported herein vest in equal installments 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.
F14 Each RSU 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. The reporting person was originally granted 687 RSUs on March 30, 2022, subject to a four-year vesting schedule, which began on March 30, 2023. The 343 unvested RSUs reported herein vest in equal installments 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.
F15 Each RSU 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. The reporting person was granted 804 RSUs on March 30, 2021, subject to a four-year vesting schedule, which began on March 30, 2022. The 201 unvested RSUs reported here vest 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.
F16 Each performance stock unit ("PSU") represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms and conditions of the 2022 Plan and the award agreement. 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 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.
F17 Each PSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms and conditions of the 2022 Plan and the award agreement. 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 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 and conditions of the 2022 Plan and the award agreement. 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 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.

Remarks:

Exhibit List: Ex 24 - Power of Attorney