SEC Form 4 · accession 0001140361-18-012108
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P Gusky
Officer — Controller & CAO
Period of report
Dec 12, 2017
Accepted (ET)
Mar 5, 2018 · 6:42 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 | 2,700 | $0.00 | A | 4,700 | 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)F5 | $8.95 | Dec 12, 2017 | A | 12,600 | A | — | Dec 12, 2027 | ADSs | 12,600 | 12,600 | D |
| Stock Option (right to buy)F3 | $7.85 | holding | — | — | — | — | Mar 2, 2026 | ADSs | 50,000 | 50,000 | D |
| Stock Option (right to buy)F4 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 14,000 | 14,000 | 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) 2,000 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 (b) 2,700 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 1,800 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 900 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).
- F3Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 03/02/2016 grant date.
- F4Options become exercisable as to 3,500 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F5Options become exercisable as to 3,150 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.