SEC Form 4/A · accession 0001140361-17-026861

AVADEL PHARMACEUTICALS PLC · AVDL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F3Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.
• F4See the explanation in the "Remarks" section below.
• 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 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.
• F6Warrants 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.
• 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 35,468 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 35,468 ADSs vest on 08/10/2017.

Remarks

This amendment to the Form 4 filed by the reporting person on January 3, 2017, as amended on January 13, 2017 and February 24, 2017 (such Form 4, as amended, the "Previous Form 4"), is being filed solely to correct the amount of securities beneficially owned as reported in Column 5 of Table I of the amendment to the Previous Form 4 filed on February 24, 2017. As reported on the Previous Form 4, on September 22, 2016 the reporting person disposed of the 15,000 Flamel ADSs he had beneficially owned (i.e., the final transaction listed in Table I of the amendment to the Previous Form 4 filed on February 24, 2017). Due to an administrative oversight, the amount of securities beneficially owned following the reported transaction was listed in such February 24, 2017 amendment as 15,000 but should have been zero (0). After this amendment of June 29, 2017, the remarks to Table I of the Previous Form 4 will continue to state: No non-derivative securities are beneficially owned.