SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

 

 

LivaNova PLC

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

G5509L101

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☐ Rule 13d-1(c)

 

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

 

 

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1	Based on 48,156,690 of the Issuer’s Ordinary Shares outstanding as of December 31, 2016.

 

                     

2	Based on 48,156,690 of the Issuer’s Ordinary Shares outstanding as of December 31, 2016.

 

                           

3	Based on 48,156,690 of the Issuer’s Ordinary Shares outstanding as of December 31, 2016.

 

                    

4	Based on 48,156,690 of the Issuer’s Ordinary Shares outstanding as of December 31, 2016.

                   

                      

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5	Based on 48,156,690 of the Issuer’s Ordinary Shares outstanding as of December 31, 2016.

 

          

Item 1(a).

Name of Issuer:

 

LivaNova PLC

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

5 Merchant Square

North Wharf Road

London, W2 1AY

United Kingdom

 

Item 2(a).

Name of Person Filing:

 

(1)

Mittel S.p.A.

 

(2)

Equinox S.c.a.

 

(3)

Tower 6 S. à r.l.

 

(4)

Tower 6 Bis S. à r.l.

 

(5)

Bios S.p.A.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

Mittel S.p.A.

Piazza Armando Diaz, n. 7

20123 – Milan (Italy)

 

Equinox Two S.c.a.

Riva Albertoni, 1

6900 Lugano (CH)

 

Tower 6 S. à r.l.

5, Place du Théâtre

L-2613 Luxembourg

 

Tower 6 Bis S. à r.l.

5, Place du Théâtre

L-2613 Luxembourg

 

Bios S.p.A.

Piazza Armando Diaz, n. 7

20123 – Milan (Italy)

 

Item 2(c).

Citizenship:

 

Mittel S.p.A. and Bios S.p.A.: Italy

Equinox Two S.c.a., Tower 6 S. à r.l. and Tower 6 Bis S. à r.l.: Luxembourg

 

Item 2(d).

Title of Class of Securities:

 

Ordinary Shares

 

Item 2(e).

CUSIP Number:

 

G5509L101

 

 

             

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.

Ownership.

 

The information in items 1 and 5 through 11 on the cover pages (pp. 2-5) of this Schedule 13G is hereby incorporated by reference.

 

Bios S.p.A. and Tower 6 Bis S. à r.l. are the record holders of 3,562,285 and 756,103 Ordinary Shares, respectively.

 

Mittel S.p.A. and Equinox Two S.c.a. are the 50:50 beneficial owners of the special purpose vehicle Bios S.p.A, in which each Mittel S.p.A. and Equinox Two S.c.a. own 50% of the outstanding voting shares and holds two board director seats of Bios S.p.A. Equinox Two S.c.a. is the owner of 100% of the membership interest in Tower 6 S. à r.l. Tower 6 S. à r.l. (and Equinox Two S.c.a. indirectly through Tower 6 S. à r.l.) owns 51% of the membership interest in Tower 6 Bis S. à r.l. and Mittel S.p.A. owns 49% of the membership interest in Tower 6 Bis S. à r.l.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 7, 2017

 

 

 

 

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Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G, and any amendments thereto, with respect to the common stock beneficially owned by each of them of LivaNova PLC. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

Date: February 7, 2017

 

 

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