SEC Form 4 · accession 0001639691-18-000036
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stefano Gianotti
Director
Period of report
Mar 23, 2018
Accepted (ET)
Mar 27, 2018 · 11:55 am 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 | Mar 23, 2018 | M | 1,325 | $84.24 | A | 3,155 | D | |
| Ordinary SharesF2 | Mar 23, 2018 | D | 1,325 | $84.24 | D | 1,830 | 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 23, 2018 | M | 1,325 | D | — | — | Common Stock | 1,325 | 0 | D |
Explanation of responses
- F1Restricted stock units (RSUs) vested on March 23, 2018. The referenced RSUs are being settled in cash based on the closing price of the ordinary shares of LivaNova PLC (the Company) on March 23, 2018.
- F2Shares disposed of to the Company to cover applicable taxes and to cash cover the remainder shares.
- F3Each RSU represents a contingent right to receive one ordinary share of the Company or, at the option of the Company, a cash settlement in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the Plan) and the Award Agreement (the Agreement).
- F4The reporting person was granted RSUs that vest and all forfeiture restrictions thereon shall lapse on December 15, 2018, subject to continued service during the vesting period. On March 23, 2018, the Board of Directors of the Company approved an amendment to the Agreement: in the event a non-employee director incurs a termination of service prior to the vesting date, a prorated portion of the RSUs shall immediately vest upon termination of service. Reporting person, a non-employee director, submitted a termination of service effective March 23, 2018.