SEC Form 4 · accession 0001140361-17-046235
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sandra L Hatten
Officer — See Remarks
Period of report
Dec 12, 2017
Accepted (ET)
Dec 14, 2017 · 4:16 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,F2 | Dec 12, 2017 | A | 12,500 | $0.00 | A | 50,300 | D | |
| ADSsF1,F3 | holding | — | — | — | 3,400 | 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)F7 | $8.95 | Dec 12, 2017 | A | 60,000 | A | — | Dec 12, 2027 | ADSs | 60,000 | 60,000 | D |
| Stock Option (right to buy)F4 | $21.67 | holding | — | — | — | — | Jun 26, 2025 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F5 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 50,000 | 50,000 | D |
| Stock Option (right to buy)F6 | $10.40 | holding | — | — | — | — | 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.
- F2Includes (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; (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; and (c) 12,500 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 8,333 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 4,167 ADSs will vest and be issued on the third anniversary of the grant date (with vesting of these restricted shares subject to the reporting person remaining in continuous service until the applicable anniversary of the date of grant).
- F3The 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. The reporting person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
- F4Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.
- F5Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F6Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F7Options become exercisable as to 15,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
Remarks
Sr. VP, Quality and Reg. Affairs.