LivaNova DTR 3 Announcement
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 |
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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:
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