SEC Form 4 · accession 0001140361-17-021796
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Anderson
Officer — Chief Executive Officer · Director
Period of report
May 19, 2017
Accepted (ET)
May 22, 2017 · 6:20 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,F2,F3 | May 19, 2017 | P | 2,500 | $10.00 | A | 225,750 | 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 | $6.93 | holding | — | — | — | — | Mar 8, 2022 | ADSs | 275,000 | 275,000 | D |
| Stock Option (right to buy)F5 | $4.07 | holding | — | — | — | — | Feb 1, 2023 | ADSs | 80,500 | 80,500 | D |
| Stock Option (right to buy)F6 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F7 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F8 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 200,000 | 200,000 | 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.
- F2Includes (a) 50,000 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; (b) 50,000 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) 30,000 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.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.00 to $10.01, 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).
- F4Options became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.
- F5Options become exercisable as to 20,125 ADSs on each of the first four anniversaries after the 02/01/2013 grant date.
- F6Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F7Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F8Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.