Sec Form 4 Filing - Alch Darren @ CYBERONICS INC - 2015-10-19

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 Alch Darren 2. Issuer Name and Ticker or Trading Symbol CYBERONICS INC [ CYBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Genl Counsel Asst Sec (Last) (First) (Middle) 100 CYBERONICS BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2015 (Street) HOUSTON, TX77058 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 Common Stock 10/19/2015 F 790 ( 2 ) D 9,688 D Common Stock 10/19/2015 F 24 ( 2 ) D 9,664 D Common Stock 10/19/2015 F 24 ( 2 ) D 9,640 D Common Stock 10/19/2015 F 476 ( 2 ) D 9,164 D Common Stock 10/19/2015 D 9,164 D 0 D

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 Option to purchase common stock $ 24.33 10/19/2015 D 2,344 10/19/2015 10/19/2015 Common Stock 2,344 ( 3 ) 28,188 D Option to purchase Common Stock $ 25.71 10/19/2015 D 7,778 10/19/2015 10/19/2015 Common Stock 7,778 ( 3 ) 20,410 D Option to purchase common stock $ 42.52 10/19/2015 D 5,561 10/19/2015 10/19/2015 Common Stock 5,561 ( 3 ) 14,849 D Option to purchase common stock $ 51.9 10/19/2015 D 6,358 10/19/2015 10/19/2015 Common Stock 6,358 ( 4 ) 8,491 D Option to purchase common stock $ 57.39 10/19/2015 D 57.39 10/19/2015 10/19/2015 Common Stock 8,491 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alch Darren 100 CYBERONICS BLVD HOUSTON, TX77058 VP Genl Counsel Asst Sec Signatures /s/ Darren W. Alch 10/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant 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. ( 2 )Pursuant 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. ( 3 )Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each Cyberonics, Inc. option held by Darren W. Alch 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). ( 4 )Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by Darren W. Alch became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC.

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).

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