SEC Form 4 · accession 0001144204-18-044801
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
Aug 10, 2018
Accepted (ET)
Aug 14, 2018 · 8:01 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,F3,F4,F5 | Aug 10, 2018 | S | 16,297 | $4.906 | D | 248,953 | 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)F6 | $6.93 | holding | — | — | — | — | Mar 8, 2022 | ADSs | 275,000 | 275,000 | D |
| Stock Option (right to buy)F7 | $4.07 | holding | — | — | — | — | Feb 1, 2023 | ADSs | 80,500 | 80,500 | D |
| Stock Option (right to buy)F8 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F9 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F10 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 200,000 | 200,000 | D |
| Stock Option (right to buy)F11 | $8.95 | holding | — | — | — | — | Dec 12, 2027 | ADSs | 150,000 | 150,000 | 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.
- F10Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F11Options become exercisable as to 37,500 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
- F2On August 10, 2018, the reporting person sold 16,297 ADSs in connection with the payment of certain withholding taxes related to the vesting of restricted ADSs that were granted to the reporting person on August 10, 2016 (such grant was reported by the reporting person on a Form 4 filed on August 12, 2016).
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.89 to $5.01, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3).
- F4Includes (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; (b) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which were issued to the reporting person on the second anniversary of the grant date; (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; and [continued in footnote 5 below]
- F5(d) 25,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 16,666 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 8,334 ADSs will vest and be issued on the third anniversary of the grant date (with vesting of these restricted shares subject to the reporting person remaining in continuous service until the applicable anniversary of the date of grant).
- F6Options became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.
- F7Options became exercisable in four equal amounts over the first four anniversaries after the 02/01/2013 grant date.
- F8Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F9Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
Remarks
The price realized by the reporting person from the sale reported in Table I of this Form 4 is less than the price paid in any purchase transaction that is potentially matchable during the previous six months. Thus, no short-swing profit is recoverable for purposes of Section 16(b).