SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dolci Marco

(Last)

(First)

(Middle)

20 EASTBOURNE TERRACE

(Street)

LONDON

W26LG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President CP

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/27/2023		M		4,188	A	$0⁽¹⁾	6,477	D
Ordinary Shares	02/27/2023		F		1,801⁽²⁾	D	$47.99	4,676	D
Ordinary Shares	02/27/2023		M		1,761	A	$0⁽¹⁾	6,437	D
Ordinary Shares	02/27/2023		F		758⁽²⁾	D	$47.99	5,679	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾	02/27/2023		M			4,188	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	4,188	$0	0⁽⁵⁾	D
Performance Stock Units	⁽³⁾	02/27/2023		M			1,761	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	1,761	$0	0⁽⁵⁾	D

Explanation of Responses:

1. Reporting person had vested performance stock units (PSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.

2. The referenced shares were withheld from distribution at the request of reporting person to satisfy tax liability.

3. Each performance stock unit (PSU) represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the Plan and the award agreement.

4. On March 30, 2020, the reporting person was granted 5,737 PSUs that would vest upon the filing of the Company's 2022 Form 10-K for the fiscal year ending December 31, 2022. The vesting of the PSUs depended on the Company's performance against a target of the relative total shareholder return (r-TSR) for fiscal years 2020, 2021, and 2022, compared to our peer companies. The Company's performance achieved a result of 73%, and the actual number of vested shares is presented as the quantity that was acquired.

5. This number reflects the number of derivative securities beneficially owned following reported transaction for this specific grant.

6. On March 30, 2020, the reporting person received a grant of 5,737 PSUs which were subject to vesting upon the filing of the Company's 2022 Form 10-K for the fiscal year ending December 31, 2022. The number of PSUs that vested was the result of the Company's performance against a target related to Adjusted Free Cash Flow for fiscal years 2020, 2021, and 2022. The performance achieved was 30.7%, and the actual number of vested shares is presented as the quantity that was acquired.

Remarks:

	/s/ Sarah K. Mohr, POA	03/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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