SEC Form 4 · accession 0001140361-18-035141
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig R Stapleton
Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 2, 2018 · 4:19 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,F3 | Aug 1, 2018 | A | 27,900 | $0.00 | A | 378,228 | D | |
| ADSsF1,F4 | holding | — | — | — | 210,400 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F5 | $21.67 | holding | — | — | — | Jun 26, 2016 | Jun 26, 2019 | ADSs | 117,449 | 117,449 | D |
| Warrants (right to buy)F6 | $13.59 | holding | — | — | — | Aug 10, 2017 | Aug 10, 2020 | ADSs | 117,449 | 117,449 | D |
| Stock Option (right to buy)F7 | $10.51 | holding | — | — | — | Jun 28, 2018 | Jun 28, 2022 | ADSs | 35,000 | 35,000 | 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.
- F2Represents 27,900 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 08/01/2018; one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date.
- F3Includes 57,315 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 07/09/2018, under which one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date.
- F4The 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.
- F5Warrants were granted 06/26/2015 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 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS.
- F6Warrants were granted 08/10/2016 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 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro) 12.16 per ADS.
- F7Options became exercisable as to all 35,000 ADSs on the first anniversary of the 06/28/2017 grant date.