SEC Form 4 · accession 0001639691-18-000026
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David S Wise
Officer — Chief Administrative Officer
Period of report
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 4:39 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 SharesF2 | Mar 15, 2018 | S | 1,500 | $88.1653 | D | 42,322 | 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 15, 2018 | A | 2,234 | A | — | — | Restricted Stock Units | 2,234 | 29,249 | D |
| Stock Appreciation RightsF5,F6 | — | Mar 15, 2018 | A | 7,287 | A | — | — | Stock Appreciation Rights | 7,287 | 66,722 | D |
| Performance Stock UnitsF7,F8 | — | Mar 15, 2018 | A | 2,234 | A | — | — | Performance Stock Units | 2,234 | 31,483 | D |
| Performance Stock UnitsF5,F9 | — | Mar 15, 2018 | A | 2,234 | A | — | — | Performance Stock Units | 2,234 | 33,717 | D |
Explanation of responses
- F1Shares sold pursuant to a Rule 10b5-1 Plan adopted by reporting person on November 29, 2017.
- F2Represents weighted average selling price. Securities sold through approximately 13 separate sales on the transaction date at prices ranging from $87.84 to $88.83. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer, the full information regarding the number of shares and prices at which the transaction was effected.
- F3Each restricted stock unit (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) and the award agreement.
- F4Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 15, 2018, subject to continued service during the vesting period.
- F588.38 Conversion or Exercise Price of Derivative Security.
- F6Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 15, 2018.
- F7Each performance stock unit (PSU) represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the Plan and the award agreement.
- F8On March 15, 2018, reporting person was granted 2,234 PSUs to vest or lapse on the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2020 ("2020 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2020 relative to the total shareholder return of a benchmark group of companies. The form of agreement for this award was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.
- F9On March 15, 2018, reporting person was granted 2,234 PSUs to vest or lapse on the filing of the Company's 2020 Form 10-K based on how the Company's cumulative adjusted free cash flow for fiscal years 2018, 2019 and 2020 compares to a target. The form of agreement for this award was filed with the Securities and Exchange Commission on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.