SEC Form 4 · accession 0001140361-17-025484
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Guillaume Cerutti
Director
Period of report
Jun 15, 2017
Accepted (ET)
Jun 19, 2017 · 4:07 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 | Jun 15, 2017 | S | 26,560 | $10.46 | D | 23,440 | D |
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)F3 | $6.14 | holding | — | — | — | Jun 20, 2014 | Jun 20, 2017 | ADSs | 45,000 | 45,000 | D |
| Warrants (right to buy)F4 | $14.54 | holding | — | — | — | Jun 24, 2015 | Jun 24, 2018 | ADSs | 60,000 | 60,000 | D |
| Warrants (right to buy)F5 | $21.67 | holding | — | — | — | Jun 26, 2016 | Jun 26, 2019 | ADSs | 25,000 | 25,000 | D |
| Warrants (right to buy)F6 | $21.67 | holding | — | — | — | Aug 10, 2017 | Aug 10, 2020 | ADSs | 30,000 | 30,000 | 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.41 to $10.50, 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 sold at each separate price within the ranges set forth in this footnote (2).
- F3Warrants were granted 06/20/2013 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 45,000 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)4.58 per ADS.
- F4Warrants 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 60,000 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.
- 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 25,000 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)19.34 per ADS. Warrants as to all 25,000 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 30,000 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) 12.16 per ADS. Warrants as to all 30,000 ADSs vest on 08/10/2017.