SEC Form 4 · accession 0001567619-18-008241
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P Gusky
Officer — Controller & CAO
Period of report
Dec 14, 2018
Accepted (ET)
Dec 18, 2018 · 4:04 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 | Dec 14, 2018 | S | 617 | $2.6834 | D | 4,083 | 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 | $7.85 | holding | — | — | — | — | Mar 2, 2026 | ADSs | 50,000 | 50,000 | D |
| Stock Option (right to buy)F5 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 14,000 | 14,000 | D |
| Stock Option (right to buy)F6 | $8.95 | holding | — | — | — | — | Dec 12, 2027 | ADSs | 12,600 | 12,600 | 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.
- F2On December 14, 2018, the reporting person sold 617 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 December 14, 2016 (such grant was reported by the reporting person on a Form 4 filed on December 16, 2016).
- F3Includes (a) 2,000 ADSs granted under the issuer's "Free Share" award program as restricted ADSs on 12/14/2016, all of which were issued to the reporting person on the second anniversary of the grant date; in connection with the payment of certain withholding taxes related to such issuance, the reporting person sold 617 ADSs on December 14, 2018; and (b) 2,700 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 1,800 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 900 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).
- F4Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 03/02/2016 grant date.
- F5Options become exercisable as to 3,500 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F6Options become exercisable as to 3,150 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.