SEC Form 4 · accession 0001144204-17-000129

AVADEL PHARMACEUTICALS PLC · AVDL

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

Reporting owner

Craig R Stapleton

Director

Period of report

Dec 31, 2016

Accepted (ET)

Jan 3, 2017 · 2:45 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	D/I	Nature of ownership
ADSs^F1,F3	Dec 31, 2016	D	492,678	$0.00	D	D
ADSs^F1,F3,F4	Dec 31, 2016	D	40,000	$0.00	D	I	By Spouse
ADSs^F1,F3,F4	Dec 31, 2016	D	16,200	$0.00	D	I	By Trust

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,F3	$14.54	Dec 31, 2016	D	100,000	D	Jun 24, 2015	Jun 24, 2018	ADSs	100,000	0	D
Warrants (right to buy)^F6,F3	$14.54	Dec 31, 2016	D	117,449	D	Jun 24, 2016	Jun 24, 2018	ADSs	117,449	0	D

Explanation of responses

F1The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are 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 is filing this Form 4 solely to report dispositions of Flamel securities as a result of the Merger. The reporting person will also file a Form 3 to reflect his or her new status as a director and/or executive officer of Avadel, and a new Form 4 evidencing his or her 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 this Form 4 or the acquisitions to be reported in the new 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.
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 06/24/2014 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 100,000 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 117,449 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 117,449 ADSs vest on 06/26/2016.

Remarks

The reporting person is submitting this Form 4 with respect to the disposition of securities in Flamel Technologies S.A. As described in Footnote 2 above, on December 31, 2016 Avadel Pharmaceuticals plc became the successor by merger to Flamel. In connection with such merger, the company information on the SEC's EDGAR system for CIK # 0001012477 (which number was formerly associated with Flamel) has been changed to reflect Avadel as the SEC filing company. Therefore, all Form 4s submitted via EDGAR after December 31, 2016 with respect to Flamel or Avadel will reflect Avadel's name, address, and ticker symbol.