LivaNova (LIVN) executive exercises SARs, net shares after tax withholding

Rhea-AI Filing Summary

LivaNova PLC executive Franco Poletti, President of Cardiopulmonary, exercised 2,140 Stock Appreciation Rights that converted into the same number of ordinary shares at $57.60 per share. To cover the SAR base price and tax liabilities, 2,049 shares were withheld at $62.26 per share, leaving a net increase of 91 shares. Following these routine compensation-related transactions, Poletti holds 8,941 ordinary shares directly and 219 shares indirectly through his spouse. The F-code dispositions reflect share withholding for settlement and taxes, not open-market sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Poletti Franco

(Last) (First) (Middle)

20 EASTBOURNE TERRACE

(Street)

LONDON X0 W2 6LA

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Cardiopulmonary

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/11/2026		M		2,140	A	$57.6	10,990	D
Ordinary Shares	03/11/2026		F		1,980(1)	D	$62.26	9,010	D
Ordinary Shares	03/11/2026		F		69(2)	D	$62.26	8,941	D
Ordinary Shares								219	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$57.6	03/11/2026		M			2,140	(3)	03/11/2026	Ordinary Shares	2,140	$0	0	D

Explanation of Responses:

1. Shares withheld for stock appreciation right ("SAR") base price settlement.

2. Shares withheld to satisfy tax liability.

3. Reporting person was granted SARs on March 11, 2016 that vested in four equal annual installments beginning March 11, 2017 under the LivaNova PLC 2015 Incentive Award Plan and were automatically exercised upon their March 11, 2026 expiration date.

Remarks:

	/s/ Sarah K. Mohr, Attorney-in-Fact	03/13/2026
	** 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 4 (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.

FAQ

What insider activity did LivaNova (LIVN) report for Franco Poletti?

LivaNova reported that executive Franco Poletti exercised 2,140 Stock Appreciation Rights into ordinary shares and had 2,049 shares withheld to cover SAR base price settlement and taxes. After these routine compensation transactions, he directly owns 8,941 shares plus 219 shares indirectly via his spouse.

Did the LivaNova (LIVN) executive’s Form 4 show any open-market stock sales?

The Form 4 shows no open-market sales. The F-code dispositions represent 2,049 shares withheld to settle the Stock Appreciation Rights base price and related tax liabilities, rather than discretionary selling. These are mechanistic transactions tied to compensation, not market-driven trades by the executive.

How many LivaNova (LIVN) shares does Franco Poletti hold after these transactions?

After exercising Stock Appreciation Rights and related tax withholdings, Franco Poletti holds 8,941 LivaNova ordinary shares directly. He also has 219 shares reported as indirectly owned through his spouse, according to the Form 4, providing a consolidated view of his visible equity position.

What were the key prices in Franco Poletti’s LivaNova (LIVN) Form 4 transactions?

The Form 4 shows Stock Appreciation Rights exercised into ordinary shares at $57.60 per share. Shares withheld for SAR base price settlement and tax liabilities used a reference price of $62.26 per share, according to the disclosure of the F-code tax-withholding and settlement transactions.

What do the F-code transactions mean in the LivaNova (LIVN) Form 4 filing?

The F-code entries indicate shares delivered to cover exercise price or tax obligations. In this filing, 2,049 LivaNova shares were withheld for SAR base price settlement and to satisfy tax liabilities, making them non-discretionary, compensation-related dispositions rather than traditional open-market share sales.