SEC Form 4 · accession 0001140361-17-021376
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig R Stapleton
Director
Period of report
May 16, 2017
Accepted (ET)
May 18, 2017 · 4:43 pm EDT
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,F2 | May 16, 2017 | A | 3,470 | $10.00 | A | 46,887 | I | By Spouse |
| ADSsF1,F4,F2 | May 17, 2017 | A | 12,100 | $9.9498 | A | 58,987 | I | By Spouse |
| ADSsF1 | holding | — | — | — | 507,678 | D | ||
| ADSsF1,F2 | holding | — | — | — | 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)F4,F5,F1 | $14.54 | holding | — | — | — | Jun 24, 2015 | Jun 24, 2018 | ADSs | 100,000 | 100,000 | D |
| Warrants (right to buy)F5,F6,F1 | $21.67 | holding | — | — | — | Jun 26, 2016 | Jun 26, 2019 | ADSs | 117,449 | 117,449 | D |
| Warrants (right to buy)F6,F7,F1 | $13.59 | holding | — | — | — | Aug 10, 2017 | Aug 10, 2020 | 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 $0.01 per share, of the issuer; ADSs may be represented by American Depositary Receipts.
- F2The 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.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.99 to $10.00, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3).
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.88 to $10.00, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4).
- F5Warrants 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. Warrants as to all 100,000 ADSs vested on 06/24/2015.
- F6Warrants were granted 06/26/2015 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 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 vested on 06/26/2016.
- F7Warrants 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 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) 12.16 per ADS. Warrants as to all 117,449 ADSs vest on 08/10/2017.