Sec Form 4 Filing - Dolci Marco @ LivaNova PLC - 2023-02-27

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
Dolci Marco
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 CP
(Last) (First) (Middle)
20 EASTBOURNE TERRACE
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2023
(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 02/27/2023 M 4,188 A $ 0 ( 1 ) 6,477 D
Ordinary Shares 02/27/2023 F 1,801 ( 2 ) D $ 47.99 4,676 D
Ordinary Shares 02/27/2023 M 1,761 A $ 0 ( 1 ) 6,437 D
Ordinary Shares 02/27/2023 F 758 ( 2 ) D $ 47.99 5,679 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 Transac tion(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
Performance Stock Units ( 3 ) 02/27/2023 M 4,188 ( 4 ) ( 4 ) Ordinary Shares 4,188 $ 0 0 ( 5 ) D
Performance Stock Units ( 3 ) 02/27/2023 M 1,761 ( 6 ) ( 6 ) Ordinary Shares 1,761 $ 0 0 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dolci Marco
20 EASTBOURNE TERRACE
LONDON, X0W26LG
President CP
Signatures
/s/ Sarah K. Mohr, POA 03/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting person had vested performance stock units (PSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
( 2 )The referenced shares were withheld from distribution at the request of reporting person to satisfy tax liability.
( 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 30, 2020, the reporting person was granted 5,737 PSUs that would vest upon the filing of the Company's 2022 Form 10-K for the fiscal year ending December 31, 2022. The vesting of the PSUs depended on the Company's performance against a target of the relative total shareholder return (r-TSR) for fiscal years 2020, 2021, and 2022, compared to our peer companies. The Company's performance achieved a result of 73%, and the actual number of vested shares is presented as the quantity that was acquired.
( 5 )This number reflects the number of derivative securities beneficially owned following reported transaction for this specific grant.
( 6 )On March 30, 2020, the reporting person received a grant of 5,737 PSUs which were subject to vesting upon the filing of the Company's 2022 Form 10-K for the fiscal year ending December 31, 2022. The number of PSUs that vested was the result of the Company's performance against a target related to Adjusted Free Cash Flow for fiscal years 2020, 2021, and 2022. The performance achieved was 30.7%, and the actual number of vested shares is presented as the quantity that was acquired.

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