Sec Form 4 Filing - Simpson Alistair @ LivaNova PLC - 2019-03-29

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 Simpson Alistair 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) General Manager, CS (Last) (First) (Middle) 20 EASTBOURNE TERRANCE 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2019 (Street) LONDON, X0W26LG 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 ) 03/29/2019 A 1,928 ( 2 ) ( 2 ) Ordinary Shares 1,928 $ 0 13,196 D Performance Stock Units ( 3 ) 03/29/2019 A 1,928 ( 4 ) ( 4 ) Ordinary Shares 1,928 $ 0 15,124 D Performance Stock Units ( 3 ) 03/29/2019 A 1,928 ( 5 ) ( 5 ) Ordinary Shares 1,928 $ 0 17,052 D Stock Appreciation Rights ( 6 ) 03/29/2019 A 5,903 ( 7 ) ( 7 ) Ordinary Shares 5,903 $ 0 12,796 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simpson Alistair 20 EASTBOURNE TERRANCE LONDON, X0W26LG General Manager, CS Signatures /s/ Sarah K. Mohr, POA 04/02/2019 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) and the award agreement. ( 2 )Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 29, 2019, subject to continued service during the vesting period and the RSU Agreement. ( 3 )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. ( 4 )On March 29, 2019, reporting person was granted 1,928 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, 2021 ("2021 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2021 relative to the total shareholder return of a peer group of companies, as determined by the Plan Administrator. The form of agreement for this award was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 1, 2019. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting. ( 5 )On March 29, 2019, reporting person was granted 1,928 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, 2021 based on how the Company's cumulative adjusted free cash flow for fiscal years 2019, 2020 and 2021 compares to a target determined by the Plan Administrator. The form of agreement for this award was filed with the Securities and Exchange Commission on April 1, 2019. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting. ( 6 )97.25 Conversion or Exercise Price of Derivative Security. ( 7 )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 first four anniversaries of the grant date, March 29, 2019.

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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