SEC Form 4/A · accession 0001140361-16-090136
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael S Anderson
Officer — Chief Executive Officer · Director
Period of report
Dec 14, 2016
Accepted (ET)
Dec 16, 2016 · 9:19 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 | 30,000 | — | A | 223,250 | 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)F7 | $10.40 | Dec 14, 2016 | A | 200,000 | A | — | Dec 14, 2026 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F3 | $6.93 | holding | — | — | — | — | Mar 8, 2022 | ADSs | 275,000 | 275,000 | D |
| Stock Option (right to buy)F4 | $4.07 | holding | — | — | — | — | Feb 1, 2023 | ADSs | 80,500 | 80,500 | D |
| Stock Option (right to buy)F5 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F6 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 200,000 | 200,000 | 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) 50,000 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) 50,000 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) 30,000 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 became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.
- F4Options become exercisable as to 20,125 ADSs on each of the first four anniversaries after the 02/01/2013 grant date.
- F5Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F6Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F7Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
Remarks
Explanatory Note: This amendment is being filed to correct technical errors in the original filing caused by third party software. These errors resulted in the transactions and holdings appearing as a duplication of the transactions and holdings reported on a separate Form 4 filed on the date hereof by the individual who signed the original report as attorney-in-fact.