SEC Form 4/A · accession 0001140361-17-009161
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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)F1,F4,F3 | $14.54 | Jan 3, 2017 | A | 46,000 | A | Jun 24, 2015 | Jun 24, 2018 | ADSs | 46,000 | 46,000 | D |
| Warrants (right to buy)F5,F4,F3 | $21.67 | Jan 3, 2017 | A | 54,026 | A | Jun 26, 2016 | Jun 26, 2019 | ADSs | 54,026 | 54,026 | D |
| Warrants (right to buy)F6,F4,F3 | $13.59 | Jan 3, 2017 | A | 54,026 | A | Aug 10, 2017 | Aug 17, 2020 | ADSs | 54,026 | 54,026 | D |
Explanation of responses
- F1Warrants 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 46,000 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.
- 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.
- F3The 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.
- 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.
- F5Warrants 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 54,026 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 54,026 ADSs vest on 06/26/2016.
- F6Warrants were granted 08/10/2016 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 54,026 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) 12.16 per ADS. Warrants as to all 54,026 ADSs vest on 08/10/2017.
Remarks
Remarks to Table I: No non-derivative securities are beneficially owned. Remarks to Table II: This amendment to the Form 4 filed by the reporting person on January 3, 2017, as amended on January 13, 2017, is being filed to report the acquisition by the reporting person of the warrants to purchase 54,026 Avadel ADSs described in footnote 6 (i.e., the final transaction listed in Table II). Such warrants were acquired by the reporting person as a result of the Merger, in exchange for warrants to purchase the same number of Flamel ADSs which were originally granted to the reporting person on August 10, 2016. Due to an administrative oversight, the reporting person did not report the acquisition of such Flamel warrants on August 10, 2016 and omitted the acquisition of these Avadel warrants from the January 3, 2017 Form 4.