SEC FORM 4

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).

1. Name and Address of Reporting Person^*

WISE DAVID S

(Last)

(First)

(Middle)

100 CYBERONICS BLVD

(Street)

HOUSTON

77058

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [ CYBX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP & Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/19/2015		F		2,020⁽²⁾	D	⁽¹⁾	35,242	D
Common Stock	10/19/2015		F		94⁽²⁾	D	⁽¹⁾	35,148	D
Common Stock	10/19/2015		F		94⁽²⁾	D	⁽¹⁾	35,054	D
Common Stock	10/19/2015		F		880⁽²⁾	D	⁽¹⁾	34,174	D
Common Stock	10/19/2015		D		34,174	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase common stock	$24.33	10/19/2015		D			17,384	10/19/2015	10/19/2015	Common Stock	17,384	⁽³⁾	48,338	D
Option to purchase common stock	$25.71	10/19/2015		D			15,558	10/19/2015	10/19/2015	Common Stock	15,558	⁽³⁾	32,780	D
Option to purchase common stock	$42.52	10/19/2015		D			10,863	10/19/2015	10/19/2015	Common Stock	10,863	⁽³⁾	21,917	D
Option to purchase common stock	$51.9	10/19/2015		D			10,595	10/19/2015	10/19/2015	Common Stock	10,595	⁽⁴⁾	11,322	D
Option to purchase common stock	$57.39	10/19/2015		D			11,322	10/19/2015	10/19/2015	Common Stock	11,322	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the definitive Transaction Agreement (the "Transaction Agreement"), dated as of March 23, 2015 by and among Cyberonics, Inc., Sorin, S.p.A., a joint stock company organized under the laws of Italy, LivaNova PLC, a public limited company incorporated under the laws of England and Wales and Cypher Merger Sub, Inc., a Delaware corporation providing for the business combination between Cyberonics, Inc. and Sorin S.p.A. under LivaNova PLC as the resulting holding company, upon completion of such business combination transactions contemplated thereunder, each share of Cyberonics, Inc. common stock was converted into the right to receive one ordinary share of LivaNova PLC.

2. Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each outstanding share of Cyberonics, Inc. restricted stock accelerated and fully vested in accordance with the terms of the Transaction Agreement and was converted into, and exchanged for one ordinary share of LivaNova PLC (less applicable taxes required to be withheld). The referenced shares were withheld from distribution. Such shares were forfeited and the associated value was used to offset the tax liability.

3. Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each Cyberonics, Inc. option held by David S. Wise granted prior to January 1, 2013 was cancelled in accordance with the terms of the Transaction Agreement in exchange for an amount in cash equal to (rounded down to the nearest whole cent) the excess, if any, of (a) $65.8829 over (b) the per share exercise price of such option immediately prior to the closing of the business combination transactions (less applicable taxes required to be withheld).

4. Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by David S. Wise became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC.

Remarks:

	/s/ David S. Wise	10/19/2015
	** 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).
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