SEC Form 4 · accession 0001140361-16-090366
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig R Stapleton
Director
Period of report
Dec 19, 2016
Accepted (ET)
Dec 20, 2016 · 4:05 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 | Dec 19, 2016 | G | 5,400 | $0.00 | D | 514,278 | D | |
| ADSsF1 | Dec 19, 2016 | G | 8,100 | $0.00 | D | 506,178 | D | |
| ADSsF1 | Dec 19, 2016 | G | 13,500 | $0.00 | D | 492,678 | D | |
| ADSsF1,F6 | Dec 19, 2016 | G | 5,400 | $0.00 | D | 34,600 | I | By Spouse |
| ADSsF1,F6 | Dec 19, 2016 | G | 8,100 | $0.00 | D | 26,500 | I | By Spouse |
| ADSsF1,F6 | Dec 19, 2016 | G | 13,500 | $0.00 | A | 40,000 | I | By Spouse |
| ADSsF1,F6 | Dec 19, 2016 | G | 16,200 | $0.00 | A | 16,200 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F10 | $14.54 | holding | — | — | — | Jun 24, 2015 | Jun 24, 2018 | ADSs | 100,000 | 100,000 | D |
| Warrants (right to buy)F11 | $14.54 | holding | — | — | — | Jun 24, 2016 | Jun 24, 2018 | ADSs | 117,449 | 117,449 | 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.
- F10Warrants were granted 06/24/2014 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 100,000 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)10.94 per ADS.
- F11Warrants were granted 06/26/2015 but are not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants will become exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS. Warrants as to all 117,449 ADSs vest on 06/26/2016.
- F2Reflects the transfer of securities by the reporting person to his children.
- F3Reflects the transfer of securities by the reporting person to a family trust.
- F4Reflects the transfer of securities by the reporting person to his spouse.
- F5Reflects the transfer of securities by the reporting person's spouse to children of the reporting person.
- F6The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these securities.
- F7Reflects the transfer of securities by the reporting person's spouse to a family trust.
- F8Reflects the acquisition by the reporting person's spouse of securities transferred from the reporting person.
- F9Reflects the acquisition by a family trust of securities transferred from the reporting person and his spouse.