LivaNova PLC — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Manko Douglas John (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Restricted Stock Units	$	A	2975	Acquired		Ordinary Shares (2975.0)	Direct
2017-05-05	Stock Appreciation Rights	$	A	10439	Acquired		Ordinary Shares (10439.0)	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: 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. Twenty-five percent of the RSUs will vest on the second day after release of LivaNova's full-year 2017 financial results (Measure Date) and 25% on each of the first three anniversaries of the Measure Date, provided and to the extent that adjusted net income, as reported in LivaNova's press release on the Measure Date, is at least 95% of an adjusted net income target (Target Net Income), at which 50% of the RSUs become eligible for vesting. The number included in column 5 of Table II reflects the RSUs eligible for vesting at the Target Net Income. The number of RSUs eligible for vesting ranges from 0 to 175% of the number in column 5, on overachievement of 125% of Target Net Income.

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. Twenty-five percent of the RSUs will vest on the second day after release of LivaNova's full-year 2017 financial results (Measure Date) and 25% on each of the first three anniversaries of the Measure Date, provided and to the extent that adjusted net sales, as reported in LivaNova's press release on the Measure Date, is at least 95% of an adjusted net sales target (Target Net Sales), at which 50% of the RSUs become eligible for vesting. The number of RSUs eligible for vesting ranges from 0 to 175%, on overachievement of 125% of Target Net Sales. The number included in column 5 of Table II reflects the RSUs eligible for vesting at the Target Net Sales.

F4: $56.17 Conversion or Exercise Price of Derivative Security

F5: Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of May 5, 2017. 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 Plan Administrator.