LivaNova PLC — Director's Dealing 2018

Mar 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2018-03-15

Reporting Person: Huston Thad Allen (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Restricted Stock Units	$	A	4243	Acquired		Restricted Stock Units (4243.0)	Direct
2018-03-15	Stock Appreciation Rights	$	A	13837	Acquired		Stock Appreciation Rights (13837.0)	Direct
2018-03-15	Performance Stock Units	$	A	4243	Acquired		Performance Stock Units (4243.0)	Direct
2018-03-15	Performance Stock Units	$	A	4243	Acquired		Performance Stock Units (4243.0)	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) and the award agreement.

F2: Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 15, 2018 subject to continued service during the vesting period.

F3: 88.38 Conversion or Exercise Price of Derivative Security.

F4: Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 15, 2018.

F5: On March 15, 2018, reporting person was granted 4,243 PSUs to vest or lapse on the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2020 ("2020 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2020 relative to the total shareholder return of a benchmark group of companies. The form of agreement for this award was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.

F6: On March 15, 2018, reporting person was granted 4,243 PSUs to vest or lapse on the filing of the Company's 2020 Form 10-K based on how the Company's cumulative adjusted free cash flow for fiscal years 2018, 2019 and 2020 compares to a target. The form of agreement for this award was filed with the Securities and Exchange Commission on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.