LivaNova PLC — Transaction in Own Shares 2016

Nov 15, 2016

8-K 1 form8_k.htm LIVANOVA 8-K RE AMENDED STOCK REPURCHASE PROGRAM Licensed to: LivaNova PLC Document created using EDGARfilings PROfile 4.2.0.0 Copyright 1995 - 2016 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2016

LivaNova PLC

(Exact Name of Registrant as Specified in its Charter)

England and Wales (State or Other Jurisdiction of Incorporation) 001-37599 (Commission File Number) 98-1268150 (IRS Employer Identification No.)

5 Merchant Square

North Wharf Road

London, W2 1AY

United Kingdom

(Address of Principal Executive Offices)

(44) 203 786 5275

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Share Repurchase Program

On November 15, 2016, the Board of Directors of LivaNova PLC ("LivaNova" or the "Company") approved an amendment (the "Amended Share Repurchase Program") to the share repurchase program previously approved by the Board of Directors on August 1, 2016 (the "Share Repurchase Program".) The Share Repurchase Program had authorized the Company to repurchase up to $30 million of the Company's ordinary shares from September 1, 2016 through December 31, 2016 (with further repurchases in each of 2017 and 2018.) The Amended Share Repurchase Program authorizes the Company to repurchase up to $50 million of the Company's ordinary shares through December 31, 2016 (instead of the orginally authorized $30 million.) The Amended Share Repurchase Program is in accordance with an authority approved by the Company's shareholders at its annual general meeting on June 15, 2016. Purchases of the ordinary shares under the Amended Share Repurchase Program will be carried out on NASDAQ and will be notified to the market through a UK Regulatory Information Service on the business day following the calendar day on which the repurchase occurred. Ordinary shares repurchased by the Company through the Amended Share Repurchase Program will be cancelled. Until further notice, the Amended Share Repurchase Program will be conducted pursuant to Rule 10b5-1 under the US Securities Exchange Act and may therefore continue during closed periods in accordance with applicable restrictions.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LivaNova PLC
Date: November 15, 2016	By: /s/ Catherine Moroz
	Name: Catherine Moroz
	Title: Deputy Company Secretary

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