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*
EQUINOX TWO S.C.A.

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

(Street)
LUGANO V8 6900

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016
4. 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 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 09/06/2016 S 100,000 D $60.5318(1) 5,648,369 I See footnotes(5)(6)
Ordinary Shares 09/07/2016 S 61,800 D $60.4294(2) 5,586,569 I See footnotes(5)(6)
Ordinary Shares 09/07/2016 S 3,200 D $61.148(3) 5,583,369 I See footnotes(5)(6)
Ordinary Shares 09/08/2016 S 43,000 D $60.5834(4) 5,540,369 I See footnotes(5)(6)
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
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 price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $60.00 to $60.98, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
2. The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $60.00 to $60.97, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $61.01 to $61.42, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Bios S.p.A. in multiple transactions at prices ranging from $60.00 to $60.84, inclusive. Upon request, the Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Ordinary Shares sold at each separate price within the range set forth in this footnote.
5. The Ordinary Shares sold in connection with the transactions reported on this Form 4 were held by Bios S.p.A. Following the transactions reported on this Form 4, Bios S.p.A. and Tower 6 Bis S. a r.l. are the record holders of 4,054,285 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.
6. This report on Form 4 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 4 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.
Remarks:
1. Exhibit 24.1 - Power of Attorney for Salvatore Mancuso and Giorgio Mancuso (ATTACHED) 2. Exhibit 24.2 - Power of Attorney for Giorgio Mercogliano and Vania Baravini (ATTACHED)
Equinox Two S.c.a, By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mancuso, Director 09/08/2016
Equinox Two S.c.a, By /s/ Massimiliano Seliziato, attorney-in-fact for Salvatore Mancuso, Director 09/08/2016
Tower 6 S. a.r.l., By /s/ Massimiliano Seliziato, attorney-in-fact for Vania Baravini, Manager 09/08/2016
Tower 6 S. a.r.l., By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mercogliano, Manager 09/08/2016
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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