0001639691-24-000047.txt : 20240402 0001639691-24-000047.hdr.sgml : 20240402 20240402212129 ACCESSION NUMBER: 0001639691-24-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240330 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hebbelinck Trui CENTRAL INDEX KEY: 0001773051 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37599 FILM NUMBER: 24816658 MAIL ADDRESS: STREET 1: 20 EASTBOURNE TERRACE CITY: LONDON STATE: X0 ZIP: W2 6LG ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LivaNova PLC CENTRAL INDEX KEY: 0001639691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 981268150 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 EASTBOURNE TERRACE CITY: LONDON STATE: X0 ZIP: W2 6LG BUSINESS PHONE: 4402033250662 MAIL ADDRESS: STREET 1: 20 EASTBOURNE TERRACE CITY: LONDON STATE: X0 ZIP: W2 6LG FORMER COMPANY: FORMER CONFORMED NAME: Sand Holdco Plc DATE OF NAME CHANGE: 20150420 FORMER COMPANY: FORMER CONFORMED NAME: Sand Holdco Ltd DATE OF NAME CHANGE: 20150415 4 1 wk-form4_1712107272.xml FORM 4 X0508 4 2024-03-30 0 0001639691 LivaNova PLC LIVN 0001773051 Hebbelinck Trui 20 EASTBOURNE TERRACE LONDON X0 W2 6LG UNITED KINGDOM 0 1 0 0 Chief Human Resources Officer 0 Ordinary Shares 2024-03-30 4 M 0 11779 0 A 19320 D Ordinary Shares 2024-03-30 4 F 0 5541 55.94 D 13779 D Restricted Stock Units 2024-03-30 4 M 0 1147 0 D Ordinary Shares 1147 0 D Restricted Stock Units 2024-03-30 4 M 0 683 0 D Ordinary Shares 683 682 D Restricted Stock Units 2024-03-30 4 M 0 685 0 D Ordinary Shares 685 1371 D Restricted Stock Units 2024-03-30 4 M 0 1330 0 D Ordinary Shares 1330 3989 D Performance Stock Units 2024-03-30 4 M 0 2730 0 D Ordinary Shares 2730 0 D Performance Stock Units 2024-03-30 4 M 0 2065 0 D Ordinary Shares 2065 0 D Performance Stock Units 2024-03-30 4 M 0 3139 0 D Ordinary Shares 3139 0 D Restricted Stock Units 2024-03-30 4 A 0 4022 0 A Ordinary Shares 4022 4022 D Performance Stock Units 2024-03-30 4 A 0 2011 0 A Ordinary Shares 2011 2011 D Performance Stock Units 2024-03-30 4 A 0 2011 0 A Ordinary Shares 2011 2011 D Performance Stock Units 2024-03-30 4 A 0 4022 0 A Ordinary Shares 4022 4022 D Stock Appreciation Rights 55.94 2024-03-30 4 A 0 8792 0 A Ordinary Shares 8792 8792 D Reporting person had vested restricted stock units (RSUs) and performance stock units (PSUs) settled in Ordinary Shares of LivaNova PLC (the Company). The referenced shares were withheld from distribution to satisfy tax liability. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the 2015 Plan) and the award agreement. On March 30, 2020, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting for which occurred on March 30, 2021. The RSUs were subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement. On March 30, 2021, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting for which occurred on March 30, 2022. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement. On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting for which occurred on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2015 Plan and the award agreement. Each RSU represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the LivaNova PLC 2022 Incentive Award Plan (the 2022 Plan) and the award agreement. On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. Each performance stock unit represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2015 Plan and the award agreement. On March 30, 2021, the reporting person received a grant of 1,365 PSUs. The number of PSUs that vested was the result of the Company's performance against a target related to Free Cash Flow (FCF) for fiscal years 2021 with additional two years service condition. The performance achieved was 200%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2021, the reporting person received a grant of 1,365 PSUs. The number of PSUs that vested was the result of the Company's Return on Investment Capital (ROIC) for fiscal year 2021 with additional two years service condition. The performance achieved was 151.30%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2021, the reporting person was granted 2,730 PSUs. The vesting of the PSUs depended on the Company's performance against a target of the total shareholder return (TSR) for fiscal years 2021, 2022, and 2023, compared to our peer companies. The Company's performance achieved a result of 115%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2024, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. Each performance stock unit (PSU) represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the 2022 Plan and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's free cash flow (FCF) for performance period 2024-2026 compares to a target determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period 2024-2026 compares to a target determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. On March 30, 2024, reporting person was granted PSUs to vest or lapse on March 30, 2027 based on the Company's TSR for the three-year period beginning on January 1, 2024 and ending December 31, 2026 relative to the TSR of an index of companies, as determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. On March 30, 2024, reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. The SARs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. /s/ Sarah K. Mohr, Attorney-in-Fact 2024-04-02