SEC Form 4 · accession 0000947871-16-001511
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 21, 2016
Accepted (ET)
Sep 23, 2016 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001639691
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F4,F5 | Sep 21, 2016 | S | 85,000 | $61.387 | D | 4,963,369 | I | See footnotes |
| Ordinary SharesF2,F4,F5 | Sep 22, 2016 | S | 16,463 | $61.4291 | D | 4,946,906 | I | See footnotes |
| Ordinary SharesF3,F4,F5 | Sep 22, 2016 | S | 83,537 | $61.7187 | D | 4,863,369 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $61.07 to $61.60, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $60.53 to $61.52, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $61.53 to $62.02, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
- F4The Ordinary Shares sold in connection with the transactions reported on this Form 4 were held by Tower 6 Bis S. a r.l. Following the transactions reported on this Form 4, Bios S.p.A. and Tower 6 Bis S. a r.l. are the record holders of 3,562,285 and 1,301,084 Ordinary Shares, respectively. Mittel S.p.A. ("Mittel") and Equinox Two S.c.a. ("Equinox") are the 50:50 beneficial owners of the special purpose vehicle Bios S.p.A, in which each of Mittel and Equinox owns 50% of the outstanding voting shares and holds two board of director seats. Equinox is the owner of 100% of the membership interests in Tower 6 S. a r.l. ("Tower 6" and, together with Equinox, the "Reporting Persons"). Tower 6 (and Equinox indirectly through Tower 6) owns 51%, and Mittel owns 49%, of the membership interests in Tower 6 Bis S. a r.l.
- F5This report on Form 4 is filed jointly by Equinox and Tower 6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein. This report on Form 4 shall not be deemed an admission that either of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. After giving effect to the transactions reported on this Form 4, each of the Reporting Persons beneficially owns less than 10% of the outstanding Ordinary Shares of the Issuer, based on information set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016 and supplemental information provided to the Reporting Persons by the Issuer.