LivaNova PLC — Director's Dealing 2016

Mar 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2016-03-11

Reporting Person: BALLESTER ANDRE MICHEL (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-11	Restricted Stock Units	$	A	17361	Acquired		Common Stock (17361)	Direct
2016-03-11	Stock Appreciation Rights	$57.60	A	56682	Acquired		Common Stock (56682)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Company's Ordinary Shares, 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 restricted stock units that vest in full on the date, if any, that the 50-day trailing average closing price of the Company's Ordinary Shares is at least $138.78 at any time during the period May 1, 2019 to April 30, 2020. The restricted stock units 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, the SARs will vest in equal installments of 25% on each of the four anniversaries of the grant date, March 11, 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.