SEC Form 4 · accession 0001144204-17-000161
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| ADSsF1,F3,F4 | Dec 31, 2016 | D | 2,000 | $0.00 | D | 0 | 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)F4,F5 | $7.85 | Dec 31, 2016 | D | 50,000 | D | — | Mar 2, 2026 | ADSs | 50,000 | 0 | D |
| Stock Option (right to buy)F4,F6 | $10.40 | Dec 31, 2016 | D | 14,000 | D | — | Dec 14, 2016 | ADSs | 14,000 | 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.
- F3Represents 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.
- F4Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.
- F5Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 03/02/2016 grant date.
- F6Options become exercisable as to 3,500 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
Remarks
Controller & CAO. 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.