Sec Form 4 Filing - McDonald Damien @ LivaNova PLC - 2017-05-05

Insider filing report for Changes in Beneficial Ownership
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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
McDonald Damien
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)
CEO
(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 17,803 ( 2 ) ( 2 ) Ordinary Shares 17,803 $ 0 17,803 D
Restricted Stock Units ( 1 ) 05/05/2017 A 53,409 ( 3 ) ( 3 ) Ordinary Shares 53,409 $ 0 53,409 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDonald Damien
20 EASTBOURNE TERRACE
LONDON, X0W2 6LG
CEO
Signatures
/s/ Sarah K. Mohr as POA 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 of LivaNova PLC stock, GBP 1.00 par value, according to the terms of the LivaNova PLC 2015 Incentive Award Plan.
( 2 )The reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the next four anniversaries of May 5, 2017. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan.
( 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. The RSUs will vest 25% 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 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.

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