SEC Form 4/A · accession 0001140361-17-009171
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
Sandra L Hatten
Officer — See Remarks
Period of report
Jan 3, 2017
Accepted (ET)
Feb 24, 2017 · 4:45 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 | 33,000 | $0.00 | A | 33,000 | D | |
| ADSsF1,F5,F4,F6 | Jan 3, 2017 | A | 2,200 | $0.00 | A | 2,200 | I | By Spouse |
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,F7 | $21.67 | Jan 3, 2017 | A | 100,000 | A | — | Jun 26, 2025 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4,F8 | $14.35 | Jan 3, 2017 | A | 50,000 | A | — | Dec 10, 2025 | ADSs | 50,000 | 50,000 | D |
| Stock Option (right to buy)F4,F9 | $10.40 | Jan 3, 2017 | A | 80,000 | A | — | Dec 14, 2026 | ADSs | 80,000 | 80,000 | 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) 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 (b) 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.
- F5See the explanation in the "Remarks" section below.
- 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.
- F7Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.
- F8Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date. Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F9Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
Remarks
Sr. VP, Quality and Reg. Affairs. Remarks to Table I: 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 a revocable trust, in which the reporting person's spouse is a trustee, 2,200 Avadel ADSs described in footnote 5. Such ADSs were acquired by the trust as a result of the Merger, in exchange for the same number of Flamel ADSs which were originally acquired by the trust on March 18, 2016. Due to an administrative oversight, the reporting person did not report the acquisition of such Flamel shares on March 18, 2016 and omitted the acquisition of these Avadel ADSs from the January 3, 2017 Form 4.