SEC Form 4 · accession 0001140361-16-090069
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marcus W Elrod
Officer — See Remarks
Period of report
Dec 14, 2016
Accepted (ET)
Dec 16, 2016 · 5:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001012477
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| ADSsF1,F2 | Dec 14, 2016 | A | 18,000 | — | A | 58,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F6 | $10.40 | Dec 14, 2016 | A | 100,000 | A | — | Dec 14, 2026 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F3 | $7.36 | holding | — | — | — | — | Dec 12, 2023 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 95,000 | 95,000 | D |
| Stock Option (right to buy)F5 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 100,000 | 100,000 | D |
Explanation of responses
- F1The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are represented by American Depositary Receipts. The securities acquired as reported in this statement represent the grant of ADSs under the issuer's "Free Share" award program; no purchase price was applicable to such grant. See footnote (2) for details as to the dates such ADSs will be issued to the reporting person.
- F2Includes (a) 10,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/11/2014, all of which will be issued to the reporting person on the fourth anniversary of the grant date, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 20,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and (c) 18,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the second anniversary of the grant date.
- F3Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.
- F4Options become exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F5Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F6Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
Remarks
Sr. VP, General Counsel and Corporate Secretary