SEC Form 4 · accession 0001639691-18-000017
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thad Allen Huston
Officer — Chief Financial Officer
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:06 pm EST
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 | Mar 1, 2018 | M | 4,784 | $0.00 | A | 4,784 | D | |
| Ordinary SharesF2 | Mar 1, 2018 | F | 2,248 | $89.57 | D | 2,536 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Mar 1, 2018 | M | 4,784 | A | — | — | Ordinary Shares | 4,784 | 60,356 | D |
Explanation of responses
- F1Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
- F2The referenced shares were withheld from distribution at the request of reporting person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the March 1, 2018 vesting of 4,784 RSUs.
- F3Each 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).
- F4On May 20, 2017, reporting person was granted 19, 135 RSUs that vest 25% on the second day after release of LivaNova's full-year 2017 financial results, February 28, 2018 (Measure Date), 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 5 of Table II reflects the RSUs eligible for vesting at the target price.