SEC Form 4 · accession 0001567619-19-006613

AVADEL PHARMACEUTICALS PLC · AVDL

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

Reporting owner

Sandra L Hatten

Officer — See Remarks

Period of report

Mar 7, 2019

Accepted (ET)

Mar 11, 2019 · 7:07 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
ADSs^F1,F2,F3	Mar 7, 2019	A	18,000	$0.00	A	58,837	D
ADSs^F1,F4	holding	—	—		—	3,400	I	By Spouse

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)^F9	$1.85	Mar 7, 2019	A	80,000	A	—	Mar 7, 2029	ADSs	80,000	80,000	D
Stock Option (right to buy)^F5	$21.67	holding	—	—	—	—	Jun 26, 2025	ADSs	100,000	100,000	D
Stock Option (right to buy)^F6	$14.35	holding	—	—	—	—	Dec 10, 2025	ADSs	50,000	50,000	D
Stock Option (right to buy)^F7	$10.40	holding	—	—	—	—	Dec 14, 2026	ADSs	80,000	80,000	D
Stock Option (right to buy)^F8	$8.95	holding	—	—	—	—	Dec 12, 2027	ADSs	60,000	60,000	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.
F2Includes (a) 20,000 ADSs granted under the issuer's "Free Share" award program as restricted ADSs on 8/10/2016, 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 6,290 ADSs on August 10, 2018; (b) 10,000 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 3,173 ADSs on December 14, 2018; [continued in footnote 3 below]
F3(c) 12,500 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 8,333 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 4,167 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); and (d) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 3/7/2019, of which 12,000 and 6,000 ADSs will vest and be issued to the reporting person on the 2nd anniversary and 3rd anniversary, respectively, of the grant date (with such vesting subject to the reporting person remaining in continuous service until the applicable anniversary).
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. The reporting person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
F5Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 6/26/2015 grant date.
F6Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
F7Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
F8Options become exercisable as to 15,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
F9Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 3/7/2019 grant date.

Remarks

Sr. VP, Quality and Reg. Affairs.