0000947871-16-001504.txt : 20160921 0000947871-16-001504.hdr.sgml : 20160921 20160921211844 ACCESSION NUMBER: 0000947871-16-001504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160919 FILED AS OF DATE: 20160921 DATE AS OF CHANGE: 20160921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LivaNova PLC CENTRAL INDEX KEY: 0001639691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 981268150 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 MERCHANT SQUARE STREET 2: NORTH WHARF ROAD CITY: LONDON STATE: X0 ZIP: W2 1AY BUSINESS PHONE: 442037865275 MAIL ADDRESS: STREET 1: 5 MERCHANT SQUARE STREET 2: NORTH WHARF ROAD CITY: LONDON STATE: X0 ZIP: W2 1AY 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tower 6 S. a r.l. CENTRAL INDEX KEY: 0001673187 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37599 FILM NUMBER: 161896575 BUSINESS ADDRESS: STREET 1: 5, PLACE DU THEATRE CITY: LUXEMBOURG STATE: N4 ZIP: 2613 BUSINESS PHONE: 352 262 98 61 MAIL ADDRESS: STREET 1: 5, PLACE DU THEATRE CITY: LUXEMBOURG STATE: N4 ZIP: 2613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQUINOX TWO S.C.A. CENTRAL INDEX KEY: 0001667696 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37599 FILM NUMBER: 161896576 BUSINESS ADDRESS: STREET 1: 5, PLACE DU THEATRE CITY: LUXEMBOURG STATE: N4 ZIP: 2613 BUSINESS PHONE: 003522629861 MAIL ADDRESS: STREET 1: 5, PLACE DU THEATRE CITY: LUXEMBOURG STATE: N4 ZIP: 2613 4 1 ss11404_4.xml OWNERSHIP DOCUMENT X0306 4 2016-09-19 0 0001639691 LivaNova PLC LIVN 0001667696 EQUINOX TWO S.C.A. RIVA ALBERTOLLI, 1 LUGANO V8 6900 SWITZERLAND 0 0 1 0 0001673187 Tower 6 S. a r.l. 5, PLACE DU THEATRE LUXEMBOURG N4 2613 LUXEMBOURG 0 0 1 0 Ordinary Shares 2016-09-19 4 S 0 141301 60.3528 D 5298447 I See footnotes Ordinary Shares 2016-09-19 4 S 0 78 60.8100 D 5298369 I See footnotes Ordinary Shares 2016-09-20 4 S 0 55394 60.4109 D 5242975 I See footnotes Ordinary Shares 2016-09-20 4 S 0 79606 61.0225 D 5163369 I See footnotes Ordinary Shares 2016-09-21 4 S 0 85915 60.9012 D 5077454 I See footnotes Ordinary Shares 2016-09-21 4 S 0 29085 61.2925 D 5048369 I See footnotes 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 $59.80 to $60.76, 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. 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 $59.80 to $60.795, 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. 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 $60.80 to $61.19, 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. 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 $60.15 to $61.14, 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. 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 $61.16 to $61.595, 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. 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 3,562,285 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. 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. Equinox Two S.c.a By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mancuso, Director 2016-09-21 Equinox Two S.c.a By /s/ Massimiliano Seliziato, attorney-in-fact for Salvatore Mancuso, Director 2016-09-21 Tower 6 S. a.r.l. By /s/ Massimiliano Seliziato, attorney-in-fact for Vania Baravini, Manager 2016-09-21 Tower 6 S. a.r.l. By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mercogliano, Manager 2016-09-21