LivaNova PLC — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LivaNova PLC (LIVN)
CIK: 0001639691
Period of Report: 2018-03-01

Reporting Person: Manko Douglas John (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Ordinary Shares	M	754	—	Acquired	1194	Direct
2018-03-01	Ordinary Shares	F	223	$89.57	Disposed	971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Restricted Stock Units	$	M	754	Disposed		Ordinary Shares (754.0)	Direct

Footnotes

F1: Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.

F2: The referenced shares were withheld from distribution at the request of reporting person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the March 1, 2018 vesting of 754 RSUs.

F3: Each 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).

F4: On May 5, 2017, reporting person was granted 2,975 RSUs that vest 25% on the second day after release of LivaNova's full-year 2017 financial results, February 28, 2018, provided and to the extent that adjusted net sales, as reported in LivaNova's press release on the February 28, 2018, 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 is 101.4% of Target Net Income.