FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/10/2020 |
3. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 1,129 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units(1) | 08/05/2020 | 08/05/2020 | Ordinary Shares | 573 | (2) | D | |
Restricted Stock Units(1) | 03/01/2020(3) | 03/01/2020(3) | Ordinary Shares | 1,359 | (4) | D | |
Restricted Stock Units(1) | 03/01/2021(5) | 03/01/2021(5) | Ordinary Shares | 1,359 | (4) | D | |
Restricted Stock Units(1) | 05/05/2020 | 05/05/2020 | Ordinary Shares | 453 | (6) | D | |
Restricted Stock Units(1) | 05/05/2021 | 05/05/2021 | Ordinary Shares | 453 | (6) | D | |
Restricted Stock Units(1) | 12/15/2020 | 12/15/2020 | Ordinary Shares | 515 | (7) | D | |
Restricted Stock Units(1) | 12/15/2021 | 12/15/2021 | Ordinary Shares | 514 | (7) | D | |
Restricted Stock Units(1) | 03/15/2020 | 03/15/2020 | Ordinary Shares | 589 | (8) | D | |
Restricted Stock Units(1) | 03/15/2021 | 03/15/2021 | Ordinary Shares | 589 | (8) | D | |
Restricted Stock Units(1) | 03/15/2022 | 03/15/2022 | Ordinary Shares | 589 | (8) | D | |
Restricted Stock Units(1) | (9) | (9) | Ordinary Shares | 2,159 | (9) | D | |
Performance Stock Units(10) | 03/01/2021(11) | 03/01/2021(11) | Ordinary Shares | 2,357 | (12) | D | |
Performance Stock Units(10) | 03/01/2021(13) | (14) | Ordinary Shares | 2,357 | (14) | D | |
Performance Stock Units(10) | 03/01/2022(15) | 03/01/2022(15) | Ordinary Shares | 2,159 | (16) | D | |
Performance Stock Units(10) | 03/01/2022(17) | (18) | Ordinary Shares | 2,159 | (18) | D | |
Stock Appreciation Rights | (19) | 08/05/2026 | Ordinary Shares | 7,653 | $61 | D | |
Stock Appreciation Rights | (20) | 12/15/2027 | Ordinary Shares | 4,101 | $80.26 | D | |
Stock Appreciation Rights | (21) | 03/15/2028 | Ordinary Shares | 7,659 | $88.38 | D | |
Stock Appreciation Rights | (22) | 03/30/2029 | Ordinary Shares | 6,698 | $97.25 | D |
Explanation of Responses: |
1. 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 terms of the award agreement. |
2. Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of August 5, 2016 subject to continued service during the vesting period and the terms of the award agreement. |
3. Exercise and expiration dates are estimated and determined based on the release date of the Company's full-year 2019 financial results which is defined as Measure Date in footnote 4. |
4. On May 5, 2017, reporting person was granted RSUs that vest 25% on the second day after release of LivaNova's full-year 2018 financial results, February 27, 2019 (Measure Date) and 25% on each of the next three anniversaries thereof, 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 3 of Table II reflects the unvested RSUs eligible for vesting at the target price subject to continued service during the vesting period and the terms of the award agreement. |
5. Exercise and expiration dates are estimated and determined based on the release date of the Company's full-year 2019 financial results which is defined as Measure Date in footnote 4. |
6. Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of May 5, 2017, subject to continued service during the vesting period and the terms of the award agreement. |
7. Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of December 15, 2017 subject to continued service during the vesting period and the terms of the award agreement. |
8. 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 and the terms of the award agreement. |
9. Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 30, 2019 subject to continued service during the vesting period and the terms of the award agreement. |
10. 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 terms of the award agreement. |
11. Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 12. |
12. On March 15, 2018, reporting person was granted 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 number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. |
13. Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 14. |
14. On March 15, 2018, reporting person was granted 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 peer group of companies. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. |
15. Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 16. |
16. On March 30, 2019, reporting person was granted 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, 2021 ("2021 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2021 relative to the total shareholder return of a peer group of companies, as determined by the Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. |
17. Exercise and expiration dates are estimated and determined based on the actual filing date of the Company's Annual Report Form 10-K referenced in footnote 18. |
18. On March 30, 2019, reporting person was granted 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, 2021 based on how the Company's cumulative adjusted free cash flow for fiscal years 2019, 2020 and 2021 compares to a target determined by the Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. |
19. On August 5, 2016, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 5,740 shares vested and exercisable and 1,913 shares unvested as the filing of this Form 3. |
20. On December 15, 2017, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the SAR Agreement, the terms of the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 2,051 shares vested and 2,051 shares unvested as the filing of this Form 3. |
21. On March 15, 2018, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 1,915 shares vested and exercisable and 5,744 shares unvested as of the filing of this Form 3. |
22. On March 30, 2019, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date. |
Remarks: |
/s/ Sarah K. Mohr, POA | 01/10/2020 | |
** 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 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |