0000318989-17-000017.txt : 20170214
0000318989-17-000017.hdr.sgml : 20170214
20170214102317
ACCESSION NUMBER: 0000318989-17-000017
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: LivaNova PLC
CENTRAL INDEX KEY: 0001639691
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 981268150
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89273
FILM NUMBER: 17603677
BUSINESS ADDRESS:
STREET 1: 20 EASTBOURNE TERRACE
CITY: LONDON
STATE: X0
ZIP: W2 6LG
BUSINESS PHONE: 4402033250662
MAIL ADDRESS:
STREET 1: 20 EASTBOURNE TERRACE
CITY: LONDON
STATE: X0
ZIP: W2 6LG
FORMER COMPANY:
FORMER CONFORMED NAME: Sand Holdco Plc
DATE OF NAME CHANGE: 20150420
FORMER COMPANY:
FORMER CONFORMED NAME: Sand Holdco Ltd
DATE OF NAME CHANGE: 20150415
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FIL Ltd
CENTRAL INDEX KEY: 0000318989
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: P.O. BOX H.M. 670
CITY: HAMILTON
STATE: D0
ZIP: 00000
BUSINESS PHONE: 6175637100
MAIL ADDRESS:
STREET 1: P.O. BOX H.M. 670
CITY: HAMILTON
STATE: D0
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: FIL LTD
DATE OF NAME CHANGE: 20080213
FORMER COMPANY:
FORMER CONFORMED NAME: FIDELITY INTERNATIONAL LTD
DATE OF NAME CHANGE: 19920929
SC 13G
1
filing.txt
SCHEDULE 13G
Amendment No. 0
LIVANOVA PLC
COMMON STOCK
Cusip #G5509L101
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #G5509L101
Item 1: Reporting Person - FIL Limited
Item 2: (a) [ ]
(b) [ ]
Item 4: Bermuda
Item 5: 2,663,800
Item 6: 0
Item 7: 2,688,950
Item 8: 0
Item 9: 2,688,950
Item 11: 5.583%
Item 12: FI
Cusip #G5509L101
Item 1: Reporting Person - Pandanus Partners, L.P.
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 0
Item 6: 0
Item 7: 2,688,950
Item 8: 0
Item 9: 2,688,950
Item 11: 5.583%
Item 12: PN
Cusip #G5509L101
Item 1: Reporting Person - Pandanus Associates, Inc.
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 0
Item 6: 0
Item 7: 2,688,950
Item 8: 0
Item 9: 2,688,950
Item 11: 5.583%
Item 12: CO
Item 1(a). Name of Issuer:
LIVANOVA PLC
Item 1(b). Address of Issuer's Principal Executive Offices:
20 Eastbourne Terrace
London, X0 W2 6LG
UNITED KINGDOM
Item 2(a). Name of Person Filing:
FIL Limited
Item 2(b). Address or Principal Business Office or, if None,
Residence:
Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda,
HM19
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
G5509L101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c) and the
person filing, FIL Limited, is a non-U.S. institution in accordance with
Section 240.13d-1(b)(1)(ii)(J). (Note: See Exhibit A).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J),
please specify type of institution: Parent holding or control person.
Item 4. Ownership
(a) Amount Beneficially Owned: 2,688,950
(b) Percent of Class: 5.583%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,663,800
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 2,688,950
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the COMMON
STOCK of LIVANOVA PLC.
No one other person's interest in the COMMON STOCK of LIVANOVA PLC is more
than five percent of the total outstanding COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect. By
signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to FIL Limited and its various
non-U.S. investment management subsidiaries included on this Schedule 13G
is substantially comparable to the regulatory scheme applicable to the
functionally equivalent U.S. institutions. I also undertake to furnish to
the Commission staff, upon request, information that would otherwise be
disclosed in a Schedule 13D.
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.
February 13, 2017
Date
/s/ Marc R. Bryant
Signature
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 16,
2015, by and on behalf of FIL Limited and its direct and indirect
subsidiaries*
* This power of attorney is incorporated herein by reference to
Exhibit B to the Schedule 13G filed by FIL Limited on January 11, 2016,
accession number: 0000318989-16-000061.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G,
the following table lists the identity and Item 3 classification, if
applicable, of each relevant entity that beneficially owns shares of the
security class being reported on this Schedule 13G.
Entity ITEM 3 Classification
FIL GESTION FI
FIL INVESTMENTS INTERNATIONAL FI
FIL PENSION MANAGEMENT FI
Pandanus Partners, L.P. ("Pandanus") owns shares of FIL
Limited ("FIL") voting stock. While the percentage of total voting power
represented by these shares of FIL voting stock may fluctuate as a result
of changes in the total number of shares of FIL voting stock outstanding
from time to time, it normally represents more than 25% and less than 48.5%
of the total votes which may be cast by all holders of FIL voting stock.
Pandanus Associates, Inc. ("PAI") acts as general partner of Pandanus.
Pandanus is owned by trusts for the benefit of members of the Johnson
family, including FIL's Chairman Abigail P. Johnson, but disclaims that any
such member is a beneficial owner of the securities reported on this
Schedule 13G.
This filing reflects the securities beneficially owned, or
that may be deemed to be beneficially owned, by FIL, certain of its
subsidiaries and affiliates, and other companies (collectively, the "FIL
Reporters"). This filing does not reflect securities, if any, beneficially
owned by certain other companies whose beneficial ownership of securities
is disaggregated from that of the FIL Reporters in accordance with
Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on February 13, 2017, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the COMMON STOCK of LIVANOVA
PLC at December 30, 2016.
FIL Limited
By /s/ Marc R. Bryant
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 16,
2015, by and on behalf of FIL Limited and its direct and indirect
subsidiaries*
Pandanus Partners, L.P.
By /s/ Marc R. Bryant
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 16,
2015, by Pandanus Associates, Inc. on behalf of Pandanus Partners, L.P.*
Pandanus Associates, Inc.
By /s/ Marc R. Bryant
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 16,
2015, by and on behalf of Pandanus Associates, Inc.*
* This power of attorney is incorporated herein by reference to
Exhibit B to the Schedule 13G filed by FIL Limited on January 11, 2016,
accession number: 0000318989-16-000061.