LivaNova PLC — Director's Dealing 2016

Nov 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2016-11-04

Reporting Person: McDonald Damien (CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Restricted Stock Units	$	A	66979	Acquired		Ordinary Shares (66979)	Direct
2016-11-04	Stock Appreciation Rights	$44.79	A	174227	Acquired		Ordinary Shares (174227)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share ("Ordinary Share") of LivaNova PLC (the "Company") or, at the option of the Company, a cash settlement in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan.

F2: The reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the next four anniversaries of November 4, 2016. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan.

F3: Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the LivaNova PLC 2015 Incentive Award Plan and the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date, November 4, 2016. Payment of such amount shall be in cash, Ordinary Shares (based on their fair market value as of the date the SAR is exercised) or a combination of both, as determined by the LivaNova PLC 2015 Incentive Award Plan Administrator.