SEC FORM 3/A

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hebbelinck Trui

(Last)

(First)

(Middle)

20 EASTBOURNE TERRANCE

(Street)

LONDON

W2 6LG

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2019

3. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/26/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units⁽¹⁾⁽²⁾	03/30/2020	⁽³⁾	Ordinary Shares	418	⁽³⁾	D
Restricted Stock Units⁽¹⁾⁽²⁾	03/30/2021	⁽³⁾	Ordinary Shares	417	⁽³⁾	D
Restricted Stock Units⁽¹⁾⁽²⁾	03/30/2022	⁽³⁾	Ordinary Shares	418	⁽³⁾	D
Restricted Stock Units⁽¹⁾⁽²⁾	03/30/2023	⁽³⁾	Ordinary Shares	417	⁽³⁾	D
Performance Stock Units⁽¹⁾⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	1,670	⁽⁵⁾	D
Performance Stock Units⁽¹⁾	03/01/2022⁽⁶⁾	⁽⁷⁾	Ordinary Shares	1,670	⁽⁷⁾	D
Stock Appreciation Rights⁽¹⁾	⁽⁸⁾	03/30/2029	Ordinary Shares	5,183	$97.25	D

Explanation of Responses:

1. Due to an administrative error, LivaNova PLC (the "Company") failed to include on the original Form 3 certain derivative securities owned by reporting person as of March 30, 2019. This amended Form 3 is being filed to provide the omitted information.

2. Each restricted stock unit (RSU) represents a contingent right to receive one ordinary share ("Ordinary Share") of the Company, GBP 1.00 par value, in accordance with the terms of the LivaNova PLC 2015 Incentive Award Plan (the "Plan") and the terms of the award agreement.

3. On March 30, 2019, reporting person was granted RSUs subject to a four-year vesting schedule, vesting 25% on each of the first four anniversaries of the grant date, subject to continued service during the vesting period and the terms of the award agreement.

4. Each performance stock unit (PSU) represents a contingent right to receive one Ordinary Share of the Company in accordance with the terms of the Plan and the terms of the award agreement.

5. On March 30, 2019, reporting person was granted PSUs to vest or lapse on the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2021 ("2021 Form 10-K") based on the rank of the Company's total shareholder return for the three-year period ending December 31, 2021 relative to the total shareholder return of a peer group of companies, as determined by the Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement.

6. Exercise and expiration dates are estimated and determined based on the actual filing date of the 2021 Form 10-K as referenced in Footnote 7.

7. On March 30, 2019, reporting person was granted PSUs to vest or lapse on the filing of the 2021 Form 10-K based on how the Company's cumulative adjusted free cash flow for fiscal years 2019, 2020 and 2021 compares to a target determined by the Plan Administrator. The number included in column 3 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the terms of the award agreement.

8. On March 30, 2019, reporting person was granted an award of stock appreciation rights ("SARs"). Subject to the terms and conditions of the Plan and the terms of the SAR Agreement, the SARs shall vest in equal installments of 25% on each of the first four anniversaries of the grant date.

Remarks:

	/s/ Sarah K. Mohr, POA	01/17/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.