SEC Form 4 · accession 0001140361-18-030196
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillandas T. Thompson
Officer — See Remarks
Period of report
Jun 26, 2018
Accepted (ET)
Jun 27, 2018 · 6:58 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 26, 2018 | P | 10,000 | $5.77 | A | 91,000 | 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)F3 | $7.36 | holding | — | — | — | — | Dec 12, 2023 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 95,000 | 95,000 | D |
| Stock Option (right to buy)F5 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F6 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F7 | $8.95 | holding | — | — | — | — | Dec 12, 2027 | 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) 10,000 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 4th anniversary of the grant date; (b) 20,000 restricted ADSs granted under the "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the 2nd anniversary of the grant date; (c) 18,000 restricted ADSs granted under the "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the 2nd anniversary of the grant date; and (d) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, of which 12,000 and 6,000 ADSs will vest and be issued to the reporting person on the 2nd anniversary and 3rd anniversary, respectively, of the grant date (with such vesting subject to the reporting person remaining in continuous service until the applicable anniversary).
- F3Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.
- F4Options become exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F5Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F6Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F7Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
Remarks
Sr. VP, General Counsel and Corporate Secretary.