X0306
4
2016-09-21
1
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
2016-09-21
4
S
0
85000
61.3870
D
4963369
I
See footnotes
Ordinary Shares
2016-09-22
4
S
0
16463
61.4291
D
4946906
I
See footnotes
Ordinary Shares
2016-09-22
4
S
0
83537
61.7187
D
4863369
I
See footnotes
The price reported in Column 4 is a weighted average price. These Ordinary Shares of the Issuer were sold by Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $61.07 to $61.60, 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 Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $60.53 to $61.52, 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 Tower 6 Bis S. a r.l. in multiple transactions at prices ranging from $61.53 to $62.02, 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 Tower 6 Bis S. a r.l. 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 1,301,084 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. After giving effect to the transactions reported on this Form 4, each of the Reporting Persons beneficially owns less than 10% of the outstanding Ordinary Shares of the Issuer, based on information set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016 and supplemental information provided to the Reporting Persons by the Issuer.
Equinox Two S.c.a By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mancuso, Director
2016-09-23
Equinox Two S.c.a By /s/ Massimiliano Seliziato, attorney-in-fact for Salvatore Mancuso, Director
2016-09-23
Tower 6 S. a.r.l. By /s/ Massimiliano Seliziato, attorney-in-fact for Vania Baravini, Manager
2016-09-23
Tower 6 S. a.r.l. By /s/ Massimiliano Seliziato, attorney-in-fact for Giorgio Mercogliano, Manager
2016-09-23