SEC Form 4 · accession 0001140361-15-037958

CYBERONICS INC · LIVN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David S Wise

Officer — SR VP & Chief Admin Officer

Period of report

Oct 19, 2015

Accepted (ET)

Oct 19, 2015 · 4:26 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000864683

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F2,F1	Oct 19, 2015	F	2,020	—	D	35,242	D
Common Stock^F2,F1	Oct 19, 2015	F	94	—	D	35,148	D
Common Stock^F2,F1	Oct 19, 2015	F	94	—	D	35,054	D
Common Stock^F2,F1	Oct 19, 2015	F	880	—	D	34,174	D
Common Stock^F1	Oct 19, 2015	D	34,174	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to purchase common stock^F3	$24.33	Oct 19, 2015	D	17,384	D	Oct 19, 2015	Oct 19, 2015	Common Stock	17,384	48,338	D
Option to purchase common stock^F3	$25.71	Oct 19, 2015	D	15,558	D	Oct 19, 2015	Oct 19, 2015	Common Stock	15,558	32,780	D
Option to purchase common stock^F3	$42.52	Oct 19, 2015	D	10,863	D	Oct 19, 2015	Oct 19, 2015	Common Stock	10,863	21,917	D
Option to purchase common stock^F4	$51.90	Oct 19, 2015	D	10,595	D	Oct 19, 2015	Oct 19, 2015	Common Stock	10,595	11,322	D
Option to purchase common stock^F4	$57.39	Oct 19, 2015	D	11,322	D	Oct 19, 2015	Oct 19, 2015	Common Stock	11,322	0	D

Explanation of responses

F1Pursuant to the terms of the definitive Transaction Agreement (the "Transaction Agreement"), dated as of March 23, 2015 by and among Cyberonics, Inc., Sorin, S.p.A., a joint stock company organized under the laws of Italy, LivaNova PLC, a public limited company incorporated under the laws of England and Wales and Cypher Merger Sub, Inc., a Delaware corporation providing for the business combination between Cyberonics, Inc. and Sorin S.p.A. under LivaNova PLC as the resulting holding company, upon completion of such business combination transactions contemplated thereunder, each share of Cyberonics, Inc. common stock was converted into the right to receive one ordinary share of LivaNova PLC.
F2Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each outstanding share of Cyberonics, Inc. restricted stock accelerated and fully vested in accordance with the terms of the Transaction Agreement and was converted into, and exchanged for one ordinary share of LivaNova PLC (less applicable taxes required to be withheld). The referenced shares were withheld from distribution. Such shares were forfeited and the associated value was used to offset the tax liability.
F3Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each Cyberonics, Inc. option held by David S. Wise granted prior to January 1, 2013 was cancelled in accordance with the terms of the Transaction Agreement in exchange for an amount in cash equal to (rounded down to the nearest whole cent) the excess, if any, of (a) $65.8829 over (b) the per share exercise price of such option immediately prior to the closing of the business combination transactions (less applicable taxes required to be withheld).
F4Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by David S. Wise became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC.