SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
LivaNova PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G5509L101
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G5509L101 | Page 2 of 9 |
| (1) | NAMES OF REPORTING PERSONS.
Mittel S.p.A. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,262,285 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,262,285 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,262,285 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%1 | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| 1 | Based on 48,867,065 of the Issuer’s Ordinary Shares outstanding as of December 31, 2015. |
| CUSIP No. G5509L101 | Page 3 of 9 |
| (1) | NAMES OF REPORTING PERSONS.
Equinox Two S.c.a. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
5,748,369 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
5,748,369 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,748,369 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8%2 | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| 2 | Based on 48,867,065 of the Issuer’s Ordinary Shares outstanding as of December 31, 2015. |
| CUSIP No. G5509L101 | Page 4 of 9 |
| (1) | NAMES OF REPORTING PERSONS.
Tower 6 S. à r.l. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
5,748,369 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
5,748,369 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,748,369 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8%3 | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| 3 | Based on 48,867,065 of the Issuer’s Ordinary Shares outstanding as of December 31, 2015. |
| CUSIP No. G5509L101 | Page 5 of 9 |
| (1) | NAMES OF REPORTING PERSONS.
Tower 6 Bis S. à r.l. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
1,486,084 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
1,486,084 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,084 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%4 | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| 4 | Based on 48,867,065 of the Issuer’s Ordinary Shares outstanding as of December 31, 2015. |
| CUSIP No. G5509L101 | Page 6 of 9 |
| (1) | NAMES OF REPORTING PERSONS.
Bios S.p.A. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
4,262,285 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
4,262,285 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,262,285 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%5 | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| 5 | Based on 48,867,065 of the Issuer’s Ordinary Shares outstanding as of December 31, 2015. |
| CUSIP No. G5509L101 | Page 7 of 9 |
| Item 1(a). | Name of Issuer: |
LivaNova PLC
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
5 Merchant Square
North Wharf Road
London, W2 1AY
United Kingdom
| Item 2(a). | Name of Person Filing: |
| (1) | Mittel S.p.A. |
| (2) | Equinox S.c.a. |
| (3) | Tower 6 S. à r.l. |
| (4) | Tower 6 Bis S. à r.l. |
| (5) | Bios S.p.A. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Mittel S.p.A.
Piazza Armando Diaz, n. 7
20123 – Milan (Italy)
Equinox Two S.c.a.
Riva Albertoni, 1
6900 Lugano (CH)
Tower 6 S. à r.l.
5, Place du Théâtre
L-2613 Luxembourg
Tower 6 Bis S. à r.l.
5, Place du Théâtre
L-2613 Luxembourg
Bios S.p.A.
Piazza Armando Diaz, n. 7
20123 – Milan (Italy)
| Item 2(c). | Citizenship: |
Mittel S.p.A. and Bios S.p.A.: Italy
Equinox Two S.c.a., Tower 6 S. à r.l. and Tower 6 Bis S. à r.l.: Luxembourg
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares
| Item 2(e). | CUSIP Number: |
G5509L101
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| CUSIP No. G5509L101 | Page 8 of 9 |
| Item 4. | Ownership. |
The information in items 1 and 5 through 11 on the cover pages (pp. 2-5) of this Schedule 13G is hereby incorporated by reference.
Bios S.p.A. and Tower 6 Bis S. à r.l. are the record holders of 4,262,285 and 1,486,084 Ordinary Shares, respectively.
Mittel S.p.A. and Equinox Two S.c.a. are the 50:50 beneficial owners of the special purpose vehicle Bios S.p.A, in which each Mittel S.p.A. and Equinox Two S.c.a. own 50% of the outstanding voting shares and holds two board director seats of Bios S.p.A. Equinox Two S.c.a. is the owner of 100% of the membership interest in Tower 6 S. à r.l. Tower 6 S. à r.l. (and Equinox Two S.c.a. indirectly through Tower 6 S. à r.l.) owns 51% of the membership interest in Tower 6 Bis S. à r.l. and Mittel S.p.A. owns 49% of the membership interest in Tower 6 Bis S. à r.l.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 23, 2016
| Mittel S.p.A. | ||
| By: | /s/ Rosario Bifulco | |
| Name: | Rosario Bifulco | |
| Title: | Chief Executive Officer | |
| Equinox Two S.c.a. | ||
| By: | /s/ Giorgio Mancuso | |
| Name: | Giorgio Mancuso | |
| Title: | Director | |
| By: | /s/ Federico Franzina | |
| Name: | Federico Franzina | |
| Title: | Director | |
| Tower 6 S. à r.l. | ||
| By: | /s/ Vania Baravini | |
| Name: | Vania Baravini | |
| Title: | Manager | |
| By: | /s/ Massimiliano Seliziato | |
| Name: | Massimiliano Seliziato | |
| Title: | Manager | |
| Tower 6 Bis S. à r.l. | ||
| By: | /s/ Vania Baravini | |
| Name: | Vania Baravini | |
| Title: | Manager | |
| By: | /s/ Massimiliano Seliziato | |
| Name: | Massimiliano Seliziato | |
| Title: | Manager | |
| Bios S.p.A. | ||
| By: | /s/ Pietro Santicoli | |
| Name: | Pietro Santicoli | |
| Title: | Deputy Chairman | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of LivaNova PLC. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16th day of February, 2016.
| Mittel S.p.A. | ||
| By: | /s/ Rosario Bifulco | |
| Name: | Rosario Bifulco | |
| Title: | Chief Executive Officer | |
| Equinox Two S.c.a. | ||
| By: | /s/ Giorgio Mancuso | |
| Name: | Giorgio Mancuso | |
| Title: | Director | |
| By: | /s/ Federico Franzina | |
| Name: | Federico Franzina | |
| Title: | Director | |
| Tower 6 S. à r.l. | ||
| By: | /s/ Vania Baravini | |
| Name: | Vania Baravini | |
| Title: | Manager | |
| By: | /s/ Massimiliano Seliziato | |
| Name: | Massimiliano Seliziato | |
| Title: | Manager | |
| Tower 6 Bis S. à r.l. | ||
| By: | /s/ Vania Baravini | |
| Name: | Vania Baravini | |
| Title: | Manager | |
| By: | /s/ Massimiliano Seliziato | |
| Name: | Massimiliano Seliziato | |
| Title: | Manager | |
| Bios S.p.A. | ||
| By: | /s/ Pietro Santicoli | |
| Name: | Pietro Santicoli | |
| Title: | Deputy Chairman | |