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