LivaNova PLC — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2017-05-20

Reporting Person: Huston Thad Allen (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-20	Restricted Stock Units	$	A	6378	Acquired		Ordinary Shares (6378.0)	Direct
2017-05-20	Restricted Stock Units	$	A	19135	Acquired		Ordinary Shares (19135.0)	Direct

Footnotes

F1: Each restricted stock unit (RSU) represents a contingent right to receive one ordinary share (Ordinary Share) of LivaNova PLC (the Company), GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the 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 May 20, 2017. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan.

F3: Each RSU represents a contingent right to receive one ordinary share of LivaNova PLC stock, GBP 1.00 par value, according to the terms of the LivaNova PLC 2015 Incentive Award Plan. The RSUs will vest 25% on the second day after release of LivaNova's full-year 2017 financial results (Measure Date) and 25% on each of first three anniversaries of the Measure Date, provided and to the extent that a market condition is achieved on the Measure Date. The market condition is a stock price that ranges between a threshold price, at which one-third of the RSUs become eligible for vesting and a target price, at which all of the RSUs become eligible for vesting, with the number of RSUs eligible for vesting at a price between the threshold price and the target price determined by linear interpolation. The number included in column 5 of Table II reflects the RSUs eligible for vesting at the target price.