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LivaNova DTR 3 Announcement

Oct 23, 2015

23 October 2015
LIVANOVA PLC
LivaNova PLC (“LivaNova”) announces that as of 19 October 2015 (the “Relevant Date”), the Directors and a number of persons discharging managerial responsibilities (“PDMRs”) have the following interests in LivaNova’s ordinary shares (the “Shares”) following closing of the mergers of Sorin S.p.A with and into LivaNova and Cypher Merger Sub, Inc. with and into Cyberonics, Inc. (the “Merger”):


Name

Shares

Daniel J. Moore

73,437(1) (2) (3)

André-Michel Ballester

48,691

Rosario Bifulco

97,505

Hugh Morrison

8,815

Alfred J. Novak

17,020

Arthur L. Rosenthal

15,265

Francesco Bianchi

-

Stefano Gianotti

-

Sharon O’Kane

-

Michel Darnaud

13,081

Stefano Di Lullo

6,712

Rohan Hoare

7,505(4)

Jacques Gutedel

6,282

Edward Andrle

7,296

Brian Sheridan

5,552

Pritpal Shinmar

-

David Wise

34,174(5)

Vivid Sehgal

-

Demetrio Mauro

6,608

Piero Vecchi

236

_________
Notes:

  • An additional 2,586 Shares are held by DJM Family Partnership Ltd in which Daniel J. Moore has an indirect interest.
  • An additional 14,880 Shares were withheld by LivaNova in order to satisfy the tax withholding obligations of LivaNova and its subsidiaries following the vesting of the Cyberonics Restricted Stock (details of which were outlined in the LivaNova prospectus dated 12 October 2015).

 

  • Daniel J. Moore sold 2,500 shares of Cyberonics Stock on 15 October 2015 pursuant to a plan in compliance with Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.
  • An additional 2,292 Shares were withheld by LivaNova in order to satisfy the tax withholding obligations of LivaNova and its subsidiaries following the vesting of the Cyberonics Restricted Stock (details of which were outlined in the LivaNova prospectus dated 12 October 2015).

 

  • An additional 3,088 Shares were withheld by LivaNova in order to satisfy the tax withholding obligations of LivaNova and its subsidiaries following the vesting of the Cyberonics Restricted Stock (details of which were outlined in the LivaNova prospectus dated 12 October 2015).

_________

On the Relevant Date, the following PDMRs received additional Shares pursuant to the accelerated vesting of existing Sorin equity award plans (the “Sorin Plans”), details of which were outlined in the LivaNova prospectus dated 12 October 2015 (the “Prospectus”). A number of Shares otherwise issuable to the PDMRs has been withheld by LivaNova in order to satisfy the tax withholding obligations of LivaNova and its subsidiaries (other than in the case of Rosario Bifulco). The net number of Shares issued to the PDMRs under the Sorin Plans are as follows:


Name

Shares issued under the Sorin LTI Award

Shares issued in respect of the Deferred Bonus Shares

Shares issued in respect of the Sorin 2012-2014 LTIP

André-Michel Ballester

2,920

17,085

7,888

Rosario Bifulco(1)

10,238

12,642

7,011

Michel Darnaud

2,054

7,900

5,312

Stefano Di Lullo

1,538

1,898

4,296

Jacques Gutedel

1,852

2,426

4,388

Edward Andrle

836

4,422

1,898

Brian Sheridan

761

3,663

1,998

Pritpal Shinmar

488

-

-

Demetrio Mauro

1,067

5,154

2,864

Piero Vecchi

325

  •  

842

_______________________________________________________________
Notes:

  • Mr. Bifulco was awarded 100 per cent. of the shares due and arising under the Sorin Plans applicable to him on account of being deemed a “good leaver” under the Sorin Plans based on his previous role as Chairman of Sorin.

_______________________________________________________________

On the Relevant Date, it was confirmed that the following PDMRs would also receive the following Shares to be issued under the Sorin LTI Award pursuant to the Sorin Plans on 26 February 2016 and 27 February 2017 (subject to continued employment with LivaNova PLC or its subsidiaries, as applicable, on the relevant date):


Name

Shares issued under the Sorin LTI Award on 26 February 2016

Shares issued under the Sorin LTI Award on 27 February 2017

André-Michel Ballester

6,432

6,432

Michel Darnaud

3,436

3,436

Stefano Di Lullo

2,572

2,572

Jacques Gutedel

2,992

2,992

Edward Andrle

2,317

2,317

Brian Sheridan

2,069

2,069

Pritpal Shinmar

1,474

1,474

Demetrio Mauro

2,901

2,901

Piero Vecchi

869

869


On the Relevant Date, the following PDMRs received options to purchase a number of Shares under a LivaNova incentive award plan (the “LivaNova 2015 Incentive Award Plan”) (the “Stock Options”), following the conversion of certain options over shares in Cyberonics, Inc., details of which were outlined in the Prospectus:


Name

Number of Shares underlying the Stock Options

Daniel J. Moore

103,249

Rohan Hoare

28,940

David Wise

21,917

On the Relevant Date, the following PDMRs received stock appreciation rights (“SARs”) under the LivaNova 2015 Incentive Award Plan, following the conversion of certain SARs to acquire shares in Sorin S.p.A, details of which were outlined in the Prospectus, which will entitle them to receive the following maximum number of Shares on exercise of the SARs. The SARs are fully vested and the PDMRs will have 3 years from the Relevant Date to exercise their SAR:


Name

Number of SARs

Maximum Number of Shares that may be issued under the SARs

 

André-Michel Ballester

18,806

18,806

Rosario Bifulco

10,539

10,539

Michel Darnaud

9,398

9,398

Stefano Di Lullo

7,038

7,038

Jacques Gutedel

8,072

8,072

Edward Andrle

7,416

7,416

Brian Sheridan

6,262

6,262

Pritpal Shinmar

5,121

5,121

Demetrio Mauro

8,742

8,742

Piero Vecchi

2,454

2,454

On the Relevant Date, the following PDMRs received SARs granted under the LivaNova 2015 Incentive Plan, details of which were outlined in the Prospectus, which will entitle them to receive the following maximum number of Shares on exercise of the SARs. The SARs will vest in equal instalments of 50% of the total number of Shares subject to the SARs on each of the first two anniversaries of the Relevant Date, and the PDMRs will have 3 years from the relevant vesting date to exercise their SARs. Payment of the SARs shall be in cash, shares (based on the fair market value as of the date the SAR is exercised), or a combination of both, as determined by the administrator of the LivaNova 2015 Incentive Plan.


Name

Number of SARs

Maximum Number of Shares that may be issued under the SARs

 

André-Michel Ballester

147,173

147,173

Michel Darnaud

52,473

52,473

Stefano Di Lullo

52,473

52,473

Rohan Hoare

52,473

52,473

Jacques Gutedel

52,473

52,473

Edward Andrle

52,473

52,473

Brian Sheridan

52,473

52,473

Pritpal Shinmar

10,411

10,411

David Wise

52,473

52,473

Vivid Sehgal

52,473

52,473

Demetrio Mauro

20,822

20,822

On the Relevant Date, the following PDMRs were granted the following restricted stock units (“RSUs”), details of which were outlined in the Prospectus, which will entitle them to receive the following number of Shares:


Name

The value of the RSUs (US$)

Number of Shares subject to the RSUs

Daniel J. Moore

156,164

2,233

Rosario Bifulco

84,603

1,209

Hugh Morrison

84,603

1,209

Alfred J. Novak

84,603

1,209

Arthur L. Rosenthal

84,603

1,209

Francesco Bianchi

84,603

1,209

Stefano Gianotti

84,603

1,209

Sharon O’Kane

84,603

1,209

In order to satisfy the tax withholding obligations of LivaNova and its subsidiaries in respect of the future issuance of Shares, LivaNova anticipate that a number of Shares otherwise issuable to the PDMRs may be withheld by LivaNova at the relevant time.

This announcement is made pursuant to the Disclosure and Transparency Rule 3.1.4R.

About LivaNova

LivaNova PLC, headquartered in London, UK, is a global medical technology company formed by the merger of Sorin S.p.A, a leader in the treatment of cardiovascular diseases, and Cyberonics Inc., a medical device company with core expertise in neuromodulation. LivaNova transforms medical innovation into meaningful solutions for the benefit of patients, healthcare professionals, and healthcare systems. The company employs approximately 4,500 employees worldwide. With a presence in more than 100 countries, LivaNova operates as three business units: Cardiac Rhythm Management, Cardiac Surgery, and Neuromodulation, with operating headquarters in Clamart (France), Mirandola (Italy) and Houston (U.S.A.), respectively.

LivaNova is listed on NASDAQ and listed on the Official List of the UK’s Financial Conduct Authority and traded on London Stock Exchange (LSE) under the ticker symbol “LIVN”.

For more information, please visit www.livanova.com, or contact:

 

Investor Relations:

Vivid Sehgal
Chief Financial Officer
e-mail: investor.relations@livanova.com

Media:
Kal Goldberg
Finsbury (New York)
Tel: +(1) 646-805-2000
e-mail: kal.goldberg@finsbury.com
Edward Simpkins
Finsbury (London)
Tel: +44 7958 421 519
e-mail: edward.simpkins@finsbury.com

 

Investor Relations and Media:

Greg Browne
Senior Vice President, Finance
Phone: +1 (281) 228-7262
Fax: +1 (281) 218-9332
e-mail: corporate.communications@livanova.com