SEC Form 4/A · accession 0001140361-17-001892
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
Phillandas T. Thompson
Officer — See Remarks
Period of report
Jan 3, 2017
Accepted (ET)
Jan 13, 2017 · 4:44 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,F3,F4 | Jan 3, 2017 | A | 58,000 | $0.00 | 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)F4,F5 | $7.36 | Jan 3, 2017 | A | 100,000 | A | — | Dec 12, 2023 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4,F6 | $16.30 | Jan 3, 2017 | A | 95,000 | A | — | Dec 11, 2024 | ADSs | 95,000 | 95,000 | D |
| Stock Option (right to buy)F4,F7 | $14.35 | Jan 3, 2017 | A | 100,000 | A | — | Dec 10, 2025 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4,F8 | $10.40 | Jan 3, 2017 | A | 100,000 | A | — | Dec 14, 2026 | 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 $0.01 per share, of the issuer; ADSs may be represented by American Depositary Receipts.
- F2On 12/31/16, Flamel Technologies S.A. ("Flamel") merged with and into Avadel Pharmaceuticals plc ("Avadel"). As a result of the Merger, Flamel's outstanding ordinary shares were cancelled and exchanged on a 1-for-1 basis for newly issued ordinary shares of Avadel, and all outstanding American Depositary Shares (ADSs) representing Flamel ordinary shares were cancelled and exchanged on a 1-for-1 basis for ADSs representing Avadel ordinary shares. The reporting person filed a Form 4 solely to report dispositions of Flamel securities as a result of the Merger, and filed a Form 3 to reflect the reporting person's new status as a director and/or executive officer of Avadel. This Form 4 reports the reporting person's acquisition of the same number and type of securities of Avadel in the Merger. The reporting person made no market sales or purchases in connection with the dispositions reported in the Form 4 referenced above or the acquisitions reported in this Form 4.
- F3Includes (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.
- F4Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.
- F5Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.
- F6Options become exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F7Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F8Options 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. This amendment to the Form 4 filed by the reporting person on January 3, 2017 (the "Original Form 4") is being filed to correct the nominal value of the issuer's ordinary shares as described in footnote #1 to the Original Form 4.