SEC Form 4 · accession 0001144204-17-000316
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Anderson
Officer — Chief Executive Officer · Director
Period of report
Jan 3, 2017
Accepted (ET)
Jan 3, 2017 · 6:50 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,F3,F4 | Jan 3, 2017 | A | 223,250 | $0.00 | A | 223,250 | 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 | $6.93 | Jan 3, 2017 | A | 275,000 | A | — | Mar 8, 2022 | ADSs | 275,000 | 275,000 | D |
| Stock Option (right to buy)F4,F6 | $4.07 | Jan 3, 2017 | A | 80,500 | A | — | Feb 1, 2023 | ADSs | 80,500 | 80,500 | D |
| Stock Option (right to buy)F4,F7 | $16.30 | Jan 3, 2017 | A | 200,000 | A | — | Dec 11, 2024 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F4,F8 | $14.35 | Jan 3, 2017 | A | 200,000 | A | — | Dec 10, 2025 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F4,F9 | $10.40 | Jan 3, 2017 | A | 200,000 | A | — | Dec 14, 2026 | ADSs | 200,000 | 200,000 | 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 filed a Form 4 solely to report dispositions of Flamel securities as a result of the Merger, and filed a Form 3 to reflect the reporting person's new status as a director and/or executive officer of Avadel. This Form 4 reports the reporting person's 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 the Form 4 referenced above or the acquisitions reported in this Form 4.
- F3Includes (a) 50,000 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 fourth anniversary of the grant date, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and (c) 30,000 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 became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.
- F6Options become exercisable as to 20,125 ADSs on each of the first four anniversaries after the 02/01/2013 grant date.
- F7Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F8Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F9Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.