SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
EQUINOX TWO S.C.A.

(Last) (First) (Middle)
RIVA ALBERTONI, 1

(Street)
LUGANO V8 6900

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2015
3. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 5,748,369 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EQUINOX TWO S.C.A.

(Last) (First) (Middle)
RIVA ALBERTONI, 1

(Street)
LUGANO V8 6900

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tower 6 S. a r.l.

(Last) (First) (Middle)
5, PLACE DU THEATRE

(Street)
LUXEMBOURG N4 2613

(City) (State) (Zip)
Explanation of Responses:
1. The Ordinary Shares covered by this report on Form 3 are held by Bios S.p.A. and Tower 6 Bis S. a r.l .(4,262,285 and 1,486,084 Ordinary Shares, respectively). Mittel S.p.A. ("Mittel") and Equinox Two S.c.a. ("Equinox") are the 50:50 beneficial owners of the special purpose vehicle Bios S.p.A, in which each of Mittel and Equinox owns 50% of the outstanding voting shares and holds two board of director seats. Equinox is the owner of 100% of the membership interests in Tower 6 S. a r.l. ("Tower 6" and, together with Equinox, the "Reporting Persons"). Tower 6 (and Equinox indirectly through Tower 6) owns 51%, and Mittel owns 49%, of the membership interests in Tower 6 Bis S. a r.l.
2. This report on Form 3 is filed jointly by Equinox and Tower 6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein. This report on Form 3 shall not be deemed an admission that either of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Equinox Two S.c.a, By /s/ Giorgio Mancuso, Director 04/27/2016
Equinox Two S.c.a, By /s/ Federico Franzina, Director 04/27/2016
Tower 6 S. a.r.l., By /s/ Vania Baravini, Manager 04/27/2016
Tower 6 S. a.r.l., By /s/ Massimiliano Seliziato, Manager 04/27/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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