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: McDonald Damien (CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Ordinary Shares	M	13353	—	Acquired	24489	Direct
2018-03-01	Ordinary Shares	F	4473	$89.57	Disposed	20016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Restricted Stock Units	$	M	13353	Disposed		Ordinary Shares (13353.0)	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 13,353 RSUs.

F3: 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).

F4: On May 5, 2017, reporting person was granted 53,409 RSUs that vest 25% on the second day after release of LivaNova's full-year 2017 financial results, February 28, 2018 (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.