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^*

McDonald Damien

(Last)

(First)

(Middle)

20 EASTBOURNE TERRACE

(Street)

LONDON

W2 6LG

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2023

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	03/30/2023		M		3,213	A	$0⁽¹⁾	105,882	D
Ordinary Shares	03/30/2023		F		1,511⁽²⁾	D	$42.71	104,371	D
Ordinary Shares	03/30/2023		M		8,607	A	$0⁽¹⁾	112,978	D
Ordinary Shares	03/30/2023		F		4,046⁽²⁾	D	$42.71	108,932	D
Ordinary Shares	03/30/2023		M		5,119	A	$0⁽¹⁾	114,051	D
Ordinary Shares	03/30/2023		F		2,406⁽²⁾	D	$42.71	111,645	D
Ordinary Shares	03/30/2023		M		4,571	A	$0⁽¹⁾	116,216	D
Ordinary Shares	03/30/2023		F		2,149⁽²⁾	D	$42.71	114,067	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)
Restricted Stock Units	⁽³⁾	03/30/2023		M			3,213	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	3,213	$0	0⁽⁵⁾	D
Restricted Stock Units	⁽³⁾	03/30/2023		M			8,607	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	8,607	$0	8,606⁽⁵⁾	D
Restricted Stock Units	⁽³⁾	03/30/2023		M			5,119	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	5,119	$0	10,238⁽⁵⁾	D
Restricted Stock Units	⁽³⁾	03/30/2023		M			4,571	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	4,571	$0	13,712⁽⁵⁾	D
Restricted Stock Units	⁽⁹⁾	03/30/2023		A		38,416		⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	38,416	$0	38,416	D
Performance Stock Units	⁽¹¹⁾	03/30/2023		A		19,208		⁽¹²⁾	⁽¹²⁾	Ordinary Shares	19,208	$0	19,208	D
Performance Stock Units	⁽¹¹⁾	03/30/2023		A		19,208		⁽¹³⁾	⁽¹³⁾	Ordinary Shares	19,208	$0	19,208	D
Performance Stock Units	⁽¹¹⁾	03/30/2023		A		38,416		⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	38,416	$0	38,416	D
Stock Appreciation Rights	$42.71	03/30/2023		A		81,613		⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	81,613	$0	81,613	D

Explanation of Responses:

1. Reporting person had vested restricted stock units (RSUs) 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 RSU represents a contingent right to receive one ordinary share of the Company, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the Plan) and the award agreement.

4. On March 30, 2019, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2020. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.

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

6. On March 30, 2020, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2021. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.

7. On March 30, 2021, reporting person was granted RSUs subject to a four-year vesting schedule, 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 Plan and the award agreement.

8. On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting schedule, 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 Plan and the award agreement.

9. Each RSU represents a contingent right to receive one ordinary share of the Company, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.

10. On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting schedule, 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.

11. 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.

12. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's free cash flow (FCF) for performance period 2023-2025 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.

13. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period 2023-2025 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.

14. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the the Company's total shareholder return (TSR) for the three-year period beginning on January 1, 2023 and ending December 31, 2025 relative to the total shareholder return of a peer group 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.

15. On March 30, 2023, reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting schedule, the first vesting occurring on March 30, 2024. The SARs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.

Remarks:

	/s/ Sarah K. Mohr, POA	03/30/2023
	** Signature of Reporting Person	Date
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