SEC Form 4/A · accession 0001140361-17-007757
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | 56,000 | $0.00 | A | 56,000 | 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 | $4.07 | Jan 3, 2017 | A | 7,500 | A | — | Feb 1, 2023 | ADSs | 7,500 | 7,500 | D |
| Stock Option (right to buy)F4,F6 | $7.36 | Jan 3, 2017 | A | 20,000 | A | — | Dec 12, 2023 | ADSs | 20,000 | 20,000 | D |
| Stock Option (right to buy)F4,F7 | $16.30 | Jan 3, 2017 | A | 50,000 | A | — | Dec 11, 2024 | ADSs | 50,000 | 50,000 | D |
| Stock Option (right to buy)F4,F8 | $14.35 | Jan 3, 2017 | A | 35,000 | A | — | Dec 10, 2025 | ADSs | 35,000 | 35,000 | D |
| Stock Option (right to buy)F4,F9 | $10.40 | Jan 3, 2017 | A | 65,000 | A | — | Dec 14, 2026 | ADSs | 65,000 | 65,000 | 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 12/12/2013, all of which will be issued to the reporting person on the fourth anniversary of the grant date; (b) 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; (c) 15,000 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 (d) 10,000 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 1,875 ADSs on each of the first four anniversaries after the 02/01//2013 grant date.
- F6Options become exercisable as to 5,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.
- F7Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F8Options become exercisable as to 8,750 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F9Options become exercisable as to 16,250 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
Remarks
VP, Supply Chain & Operations. 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 number of ADSs of the issuer beneficially owned by the reporting person as listed in Column 5 of Table I in the Original Form 4. The number of ADSs beneficially owned as shown in this amendment (56,000) includes 4,000 ADSs of the issuer which were not included on the Original Form 4; the omission of these ADSs from the Original Form 4 was due to an oversight; this inadvertent omission also occurred with respect to 4,000 ADSs of Flamel Technologies S.A. ("Flamel"), the predecessor to the issuer, in the reporting person's Form 3 filed on January 4, 2016 with respect to Flamel, and on each Form 4 filed thereafter by the reporting person with respect to Flamel. Such 4,000 ADSs of Flamel were acquired by the reporting person prior to the date he became obligated to report his beneficial ownership of securities of Flamel.