SEC Form 4 · accession 0001639691-19-000022
LivaNova PLC · LIVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Damien McDonald
Officer — CEO
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:49 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, 2019 | M | 13,352 | $0.00 | A | 64,170 | D | |
| Ordinary SharesF2 | Mar 1, 2019 | F | 4,472 | $96.02 | D | 59,698 | 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, 2019 | M | 13,352 | A | — | — | Ordinary Shares | 13,352 | 111,732 | 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 to satisfy tax liability.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share ("Ordinary Share") of LivaNova PLC (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.
- F4On May 5, 2017, reporting person was granted RSUs that vest 25% on the second day after release of LivaNova's full-year 2018 financial results, February 27, 2019 (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.