LivaNova PLC — Director's Dealing 2016

Sep 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2016-09-19

Reporting Person: EQUINOX TWO S.C.A. (10% Owner)
Reporting Person: Tower 6 S. a r.l. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-19	Ordinary Shares	S	141301	$60.3528	Disposed	5298447	Indirect
2016-09-19	Ordinary Shares	S	78	$60.8100	Disposed	5298369	Indirect
2016-09-20	Ordinary Shares	S	55394	$60.4109	Disposed	5242975	Indirect
2016-09-20	Ordinary Shares	S	79606	$61.0225	Disposed	5163369	Indirect
2016-09-21	Ordinary Shares	S	85915	$60.9012	Disposed	5077454	Indirect
2016-09-21	Ordinary Shares	S	29085	$61.2925	Disposed	5048369	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $59.80 to $60.76, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $59.80 to $60.795, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $60.80 to $61.19, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $60.15 to $61.14, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $61.16 to $61.595, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.

F6: The Ordinary Shares sold in connection with the transactions reported on this Form 4 were held by Bios S.p.A. Following the transactions reported on this Form 4, Bios S.p.A. and Tower 6 Bis S. a r.l. are the record holders of 3,562,285 and 1,486,084 Ordinary Shares, respectively. Mittel S.p.A. ("Mittel") and Equinox Two S.c.a. ("Equinox") are the 50:50 beneficial owners of the special purpose vehicle Bios S.p.A, in which each of Mittel and Equinox owns 50% of the outstanding voting shares and holds two board of director seats. Equinox is the owner of 100% of the membership interests in Tower 6 S. a r.l. ("Tower 6" and, together with Equinox, the "Reporting Persons"). Tower 6 (and Equinox indirectly through Tower 6) owns 51%, and Mittel owns 49%, of the membership interests in Tower 6 Bis S. a r.l.

F7: This report on Form 4 is filed jointly by Equinox and Tower 6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein. This report on Form 4 shall not be deemed an admission that either of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.