Sec Form 4 Filing - Manko Douglas John @ LivaNova PLC - 2017-05-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Manko Douglas John 2. Issuer Name and Ticker or Trading Symbol LivaNova PLC [ LIVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 20 EASTBOURNE TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2017 (Street) LONDON, X0W2 6LG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/05/2017 A 2,975 ( 2 )( 3 ) ( 2 )( 3 ) Ordinary Shares 2,975 $ 0 2,975 D Stock Appreciation Rights ( 4 ) 05/05/2017 A 10,439 ( 5 ) ( 5 ) Ordinary Shares 10,439 $ 0 10,439 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Manko Douglas John 20 EASTBOURNE TERRACE LONDON, X0W2 6LG Chief Accounting Officer Signatures Douglas J. Manko 05/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each 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). ( 2 )Each RSU represents a contingent right to receive one ordinary share of LivaNova PLC stock, GBP 1.00 par value, according to the terms of the LivaNova PLC 2015 Incentive Award Plan. Twenty-five percent of the RSUs will vest on the second day after release of LivaNova's full-year 2017 financial results (Measure Date) and 25% on each of the first three anniversaries of the Measure Date, provided and to the extent that adjusted net income, as reported in LivaNova's press release on the Measure Date, 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 ranges from 0 to 175% of the number in column 5, on overachievement of 125% of Target Net Income. ( 3 )Each RSU represents a contingent right to receive one ordinary share of LivaNova PLC stock, GBP 1.00 par value, according to the terms of the LivaNova PLC 2015 Incentive Award Plan. Twenty-five percent of the RSUs will vest on the second day after release of LivaNova's full-year 2017 financial results (Measure Date) and 25% on each of the first three anniversaries of the Measure Date, provided and to the extent that adjusted net sales, as reported in LivaNova's press release on the Measure Date, is at least 95% of an adjusted net sales target (Target Net Sales), at which 50% of the RSUs become eligible for vesting. The number of RSUs eligible for vesting ranges from 0 to 175%, on overachievement of 125% of Target Net Sales. The number included in column 5 of Table II reflects the RSUs eligible for vesting at the Target Net Sales. ( 4 )$56.17 Conversion or Exercise Price of Derivative Security ( 5 )Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of May 5, 2017. Payment of such amount shall be in cash, Ordinary Shares (based on their fair market value as of the date the SAR is exercised) or a combination of both, as determined by the Plan Administrator.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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