Makatsaria Vladimir 4
4 · LivaNova PLC · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
LivaNova (LIVN) CEO Vladimir Makatsaria Exercises RSUs, Receives Awards
What Happened
Vladimir Makatsaria, CEO of LivaNova PLC, had vested restricted stock units (RSUs) settle into 21,042 ordinary shares on March 30, 2026. To satisfy tax withholding, 11,159 of those shares were transferred/sold at $61.27 per share for approximately $683,712. At the same time he was granted time‑based RSUs (52,227 units) and performance stock units (three PSU tranches of 17,409 each, target total 52,227 PSUs) — an aggregate of 104,454 new equity units that vest subject to the plan terms and performance/service conditions.
Key Details
- Date: March 30, 2026 (Form 4 filed April 1, 2026 — timely).
- Settled/Converted: 21,042 RSUs → 21,042 shares (exercise/conversion, code M; $0 exercise price because these were RSU settlements).
- Tax withholding (code F): 11,159 shares withheld/sold at $61.27 each = $683,712.
- New awards (code A): 52,227 time‑based RSUs (three‑year vesting; first vesting Mar 30, 2027) and 3 PSU tranches of 17,409 each (target total 52,227 PSUs) that vest or lapse on Mar 30, 2029 based on performance metrics (EPS, revenue growth, rTSR) for 2026–2028.
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Notable footnotes: F1–F9 describe RSU/PSU mechanics, vesting schedules, and that the PSU counts shown are target amounts subject to future performance. F2 indicates shares were withheld to satisfy tax liability.
- Transaction codes: M = option/derivative exercise or conversion (RSU settlement); F = payment of exercise price/tax liability (share withholding); A = grant/award.
Context and investor takeaways
- The zero‑price settlements reflect RSU conversions into shares (compensation vesting), not an out‑of‑pocket stock purchase. The withholding of shares for taxes is a routine, cashless net settlement of tax obligations and should not be read as a voluntary open‑market sale.
- The PSUs are performance‑based awards with target unit counts; actual shares delivered will depend on future performance and continued service through the vesting period.
- No open‑market purchases by the insider were reported; the only shares "disposed" were withheld for taxes.
Insider Transaction Report
Form 4
LivaNova PLCLIVN
Makatsaria Vladimir
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Ordinary Shares
[F1]2026-03-30+21,042→ 25,326 total - Tax Payment
Ordinary Shares
[F2]2026-03-30$61.27/sh−11,159$683,712→ 14,167 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-30−3,352→ 6,703 total→ Ordinary Shares (3,352 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-30−5,977→ 11,954 total→ Ordinary Shares (5,977 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-03-30−11,713→ 23,426 total→ Ordinary Shares (11,713 underlying) - Award
Restricted Stock Units
[F3][F6]2026-03-30+52,227→ 52,227 total→ Ordinary Shares (52,227 underlying) - Award
Performance Stock Units
[F7][F8]2026-03-30+17,409→ 17,409 total→ Ordinary Shares (17,409 underlying) - Award
Performance Stock Units
[F7][F9]2026-03-30+17,409→ 17,409 total→ Ordinary Shares (17,409 underlying) - Award
Performance Stock Units
[F7][F10]2026-03-30+17,409→ 17,409 total→ Ordinary Shares (17,409 underlying)
Footnotes (10)
- [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, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's adjusted earnings per share (EPS) for the performance period 2026-2028 compares to a target determined by the Second A&R 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.
- [F2]Shares withheld to satisfy tax liability.
- [F3]Each RSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement.
- [F4]On March 30, 2024, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Company's 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.
- [F5]On March 30, 2025, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting having occurred on March 30, 2026. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the First Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the First A&R 2022 Plan) and the award agreement.
- [F6]On March 30, 2026, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting occurring on March 30, 2027. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Second Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the Second A&R 2022 Plan) and the award agreement.
- [F7]Each performance stock unit (PSU) represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement.
- [F8]On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's revenue growth for the performance period 2026-2028 compares to a target determined by the Second A&R 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.
- [F9]On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2026 and ending December 31, 2028 relative to the total shareholder return of an index of companies, as determined by the Second A&R 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.
Signature
/s/ Sarah K. Mohr, Attorney-in-Fact|2026-04-01