Sec Form 4 Filing - WISE DAVID S @ LivaNova PLC - 2018-03-15

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 WISE DAVID S 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 Administrative Officer (Last) (First) (Middle) 20 EASTBOURNE TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2018 (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 Ordinary Shares 03/15/2018 S( 1 ) 1,500 D $ 88.1653 ( 2 ) 42,322 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 Restricted Stock Units ( 3 ) 03/15/2018 A 2,234 ( 4 ) ( 4 ) Restricted Stock Units 2,234 $ 0 29,249 D Stock Appreciation Rights ( 5 ) 03/15/2018 A 7,287 ( 6 ) ( 6 ) Stock Appreciation Rights 7,287 $ 0 66,722 D Performance Stock Units ( 7 ) 03/15/2018 A 2,234 ( 8 ) ( 8 ) Performance Stock Units 2,234 $ 0 31,483 D Performance Stock Units ( 5 ) 03/15/2018 A 2,234 ( 9 ) ( 9 ) Performance Stock Units 2,234 $ 0 33,717 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WISE DAVID S 20 EASTBOURNE TERRACE LONDON, X0W2 6LG Chief Administrative Officer Signatures /s/ David S. Wise 03/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to a Rule 10b5-1 Plan adopted by reporting person on November 29, 2017. ( 2 )Represents weighted average selling price. Securities sold through approximately 13 separate sales on the transaction date at prices ranging from $87.84 to $88.83. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer, the full information regarding the number of shares and prices at which the transaction was effected. ( 3 )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) and the award agreement. ( 4 )Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 15, 2018, subject to continued service during the vesting period. ( 5 )88.38 Conversion or Exercise Price of Derivative Security. ( 6 )Reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the award agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date, March 15, 2018. ( 7 )Each performance stock unit (PSU) represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the Plan and the award agreement. ( 8 )On March 15, 2018, reporting person was granted 2,234 PSUs to vest or lapse on the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2020 ("2020 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2020 relative to the total shareholder return of a benchmark group of companies. The form of agreement for this award was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting. ( 9 )On March 15, 2018, reporting person was granted 2,234 PSUs to vest or lapse on the filing of the Company's 2020 Form 10-K based on how the Company's cumulative adjusted free cash flow for fiscal years 2018, 2019 and 2020 compares to a target. The form of agreement for this award was filed with the Securities and Exchange Commission on March 16, 2018. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting.

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