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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to purchase common stock | $ 51.53 | 10/19/2015 | D | 9,972 | 10/19/2015 | 10/19/2015 | Common Stock | 9,972 | (3) | 18,968 | D | ||||
Option to purchase common stock | $ 57.39 | 10/19/2015 | D | 18,968 | 10/19/2015 | 10/19/2015 | Common Stock | 18,968 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hoare Rohan 100 CYBERONICS BLVD HOUSTON, TX 77058 |
SR VP & COO |
/s/ Rohan J. Hoare | 10/19/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the terms of the definitive Transaction Agreement (the "Transaction Agreement"), dated as of March 23, 2015 by and among Cyberonics, Inc., Sorin, S.p.A., a joint stock company organized under the laws of Italy, LivaNova PLC, a public limited company incorporated under the laws of England and Wales and Cypher Merger Sub, Inc., a Delaware corporation providing for the business combination between Cyberonics, Inc. and Sorin S.p.A. under LivaNova PLC as the resulting holding company, upon completion of such business combination transactions contemplated thereunder, each share of Cyberonics, Inc. common stock was converted into the right to receive one ordinary share of LivaNova PLC. |
(2) | Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each outstanding share of Cyberonics, Inc. restricted stock accelerated and fully vested in accordance with the terms of the Transaction Agreement and was converted into, and exchanged for one ordinary share of LivaNova PLC (less applicable taxes required to be withheld). The referenced shares were withheld from distribution. Such shares were forfeited and the associated value was used to offset the tax liability. |
(3) | Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by Rohan J. Hoare became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC. |