SEC Form 4 · accession 0001639691-18-000019
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas John Manko
Officer — Chief Accounting Officer
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:15 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 | 754 | $0.00 | A | 1,194 | D | |
| Ordinary SharesF2 | Mar 1, 2018 | F | 223 | $89.57 | D | 971 | 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 | 754 | D | — | — | Ordinary Shares | 754 | 4,034 | 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 754 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 5, 2017, reporting person was granted 2,975 RSUs that vest 25% on the second day after release of LivaNova's full-year 2017 financial results, February 28, 2018, provided and to the extent that adjusted net sales, as reported in LivaNova's press release on the February 28, 2018, is at least 95% of an adjusted net income target (Target Net Income), at which 50% of the RSUs become eligible for vesting. The number included in column 5 of Table II reflects the RSUs eligible for vesting at the Target Net Income. The number of RSUs eligible for vesting is 101.4% of Target Net Income.