Sec Form 3 Filing - Khoury Roy @ LivaNova PLC - 2020-01-10

FORM 3 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 Khoury Roy 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) President, International (Last) (First) (Middle) 20 EASTBOURNE TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2020 (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 Ordinary Shares 1,129 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 ( 1 ) ( 2 ) 08/05/2020 08/05/2020 Ordinary Shares 573 D Restricted Stock Units ( 1 ) ( 4 ) 03/01/2020( 3 ) 03/01/2020( 3 ) Ordinary Shares 1,359 D Restricted Stock Units ( 1 ) ( 4 ) 03/01/2021( 5 ) 03/01/2021( 5 ) Ordinary Shares 1,359 D Restricted Stock Units ( 1 ) ( 6 ) 05/05/2020 05/05/2020 Ordinary Shares 453 D Restricted Stock Units ( 1 ) ( 6 ) 05/05/2021 05/05/2021 Ordinary Shares 453 D Restricted Stock Units ( 1 ) ( 7 ) 12/15/2020 12/15/2020 Ordinary Shares 515 D Restricted Stock Units ( 1 ) ( 7 ) 12/15/2021 12/15/2021 Ordinary Shares 514 D Restricted Stock Units ( 1 ) ( 8 ) 03/15/2020 03/15/2020 Ordinary Shares 589 D Restricted Stock Units ( 1 ) ( 8 ) 03/15/2021 03/15/2021 Ordinary Shares 589 D Restricted Stock Units ( 1 ) ( 8 ) 03/15/2022 03/15/2022 Ordinary Shares 589 D Restricted Stock Units ( 1 ) ( 9 ) ( 9 ) ( 9 ) Ordinary Shares 2,159 D Performance Stock Units ( 10 ) ( 12 ) 03/01/2021( 11 ) 03/01/2021( 11 ) Ordinary Shares 2,357 D Performance Stock Units ( 10 ) ( 14 ) 03/01/2021( 13 ) ( 14 ) Ordinary Shares 2,357 D Performance Stock Units ( 10 ) ( 16 ) 03/01/2022( 15 ) 03/01/2022( 15 ) Ordinary Shares 2,159 D Performance Stock Units ( 10 ) ( 18 ) 03/01/2022( 17 ) ( 18 ) Ordinary Shares 2,159 D Stock Appreciation Rights $ 61 ( 19 ) 08/05/2026 Ordinary Shares 7,653 D Stock Appreciation Rights $ 80.26 ( 20 ) 12/15/2027 Ordinary Shares 4,101 D Stock Appreciation Rights $ 88.38 ( 21 ) 03/15/2028 Ordinary Shares 7,659 D Stock Appreciation Rights $ 97.25 ( 22 ) 03/30/2029 Ordinary Shares 6,698 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khoury Roy 20 EASTBOURNE TERRACE LONDON, X0W26LG President, International Signatures /s/ Sarah K. Mohr, POA 01/10/2020 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 terms of 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 August 5, 2016 subject to continued service during the vesting period and the terms of the award agreement. ( 3 )Exercise and expiration dates are estimated and determined based on the release date of the Company's full-year 2019 financial results which is defined as Measure Date in footnote 4. ( 4 )On May 5, 2017, reporting person was granted RSUs that vest 25% on the second day after release of LivaNova's full-year 2018 financial results, February 27, 2019 (Measure Date) and 25% on each of the next three anniversaries thereof, 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 3 of Table II reflects the unvested RSUs eligible for vesting at the target price subject to continued service during the vesting period and the terms of the award agreement. ( 5 )Exercise and expiration dates are estimated and determined based on the release date of the Company's full-year 2019 financial results which is defined as Measure Date in footnote 4. ( 6 )Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of May 5, 2017, subject to continued service during the vesting period and the terms of the award agreement. ( 7 )Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of December 15, 2017 subject to continued service during the vesting period and the terms of the award agreement. ( 8 )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 and the terms of the award agreement. ( 9 )Reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of March 30, 2019 subject to continued service during the vesting period and the terms of the award agreement. ( 10 )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 terms of the award agreement. ( 11 )Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 12. ( 12 )On March 15, 2018, reporting person was granted 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 number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. ( 13 )Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 14. ( 14 )On March 15, 2018, reporting person was granted 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 peer group of companies. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. ( 15 )Exercise and expiration dates are estimated and determined based on the actual filing date of the 2020 Form 10-K referenced in footnote 16. ( 16 )On March 30, 2019, reporting person was granted 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 number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. ( 17 )Exercise and expiration dates are estimated and determined based on the actual filing date of the Company's Annual Report Form 10-K referenced in footnote 18. ( 18 )On March 30, 2019, reporting person was granted 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 number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement. ( 19 )On August 5, 2016, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 5,740 shares vested and exercisable and 1,913 shares unvested as the filing of this Form 3. ( 20 )On December 15, 2017, 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 terms of the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 2,051 shares vested and 2,051 shares unvested as the filing of this Form 3. ( 21 )On March 15, 2018, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the four anniversaries of the grant date. There are 1,915 shares vested and exercisable and 5,744 shares unvested as of the filing of this Form 3. ( 22 )On March 30, 2019, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date.

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