McDonald Damien 4

4 · LivaNova PLC · Filed Apr 3, 2023

Insider Transaction Report

Form 4

Period: 2023-03-30

LivaNova PLCLIVN

McDonald Damien

DirectorCEO

Transactions

Exercise/Conversion
Ordinary Shares
[F1]
2023-03-30+3,213→ 105,882 total
Tax Payment
Ordinary Shares
[F2]
2023-03-30$42.71/sh−1,511$64,535→ 104,371 total
Exercise/Conversion
Ordinary Shares
[F1]
2023-03-30+8,607→ 112,978 total
Tax Payment
Ordinary Shares
[F2]
2023-03-30$42.71/sh−4,046$172,805→ 108,932 total
Exercise/Conversion
Ordinary Shares
[F1]
2023-03-30+5,119→ 114,051 total
Tax Payment
Ordinary Shares
[F2]
2023-03-30$42.71/sh−2,406$102,760→ 111,645 total
Exercise/Conversion
Ordinary Shares
[F1]
2023-03-30+4,571→ 116,216 total
Tax Payment
Ordinary Shares
[F2]
2023-03-30$42.71/sh−2,149$91,784→ 114,067 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2023-03-30−3,213→ 0 total
→ Ordinary Shares (3,213 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F6][F5]
2023-03-30−8,607→ 8,606 total
→ Ordinary Shares (8,607 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F7][F5]
2023-03-30−5,119→ 10,238 total
→ Ordinary Shares (5,119 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F8][F5]
2023-03-30−4,571→ 13,712 total
→ Ordinary Shares (4,571 underlying)
Award
Restricted Stock Units
[F9][F10]
2023-03-30+38,416→ 38,416 total
→ Ordinary Shares (38,416 underlying)
Award
Performance Stock Units
[F11][F12]
2023-03-30+19,208→ 19,208 total
→ Ordinary Shares (19,208 underlying)
Award
Performance Stock Units
[F11][F13]
2023-03-30+19,208→ 19,208 total
→ Ordinary Shares (19,208 underlying)
Award
Performance Stock Units
[F11][F14]
2023-03-30+38,416→ 38,416 total
→ Ordinary Shares (38,416 underlying)
Award
Stock Appreciation Rights
[F15]
2023-03-30+81,613→ 81,613 total
Exercise: $42.71→ Ordinary Shares (81,613 underlying)

Footnotes (15)

[F1]Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
[F10]On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting occurring on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
[F11]Each performance stock unit (PSU) represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the 2022 Plan and the award agreement.
[F12]On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's free cash flow (FCF) for performance period 2023-2025 compares to a target determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.
[F13]On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on how the Company's Return on Investment Capital (ROIC) calculated for the performance period 2023-2025 compares to a target determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.
[F14]On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the the Company's total shareholder return (TSR) for the three-year period beginning on January 1, 2023 and ending December 31, 2025 relative to the total shareholder return of a peer group of companies, as determined by the 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.
[F15]On March 30, 2023, reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting schedule, the first vesting occurring on March 30, 2024. The SARs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.
[F2]The referenced shares were withheld from distribution at the request of reporting person to satisfy tax liability.
[F3]Each RSU represents a contingent right to receive one ordinary share of 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.
[F4]On March 30, 2019, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2020. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
[F5]This number reflects the number of derivative securities beneficially owned following reported transaction for this specific grant.
[F6]On March 30, 2020, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2021. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
[F7]On March 30, 2021, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2022. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
[F8]On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting schedule, the first vesting for which occurred on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Plan and the award agreement.
[F9]Each RSU represents a contingent right to receive one ordinary share of the Company, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.

Signature

/s/ Sarah K. Mohr, POA|2023-03-30

Documents

1 file

4
wf-form4_168055917072251.xmlPrimary
FORM 4