SEC Form 4 · accession 0001567619-19-006618
AVADEL PHARMACEUTICALS PLC · AVDL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillandas T. Thompson
Officer — See Remarks
Period of report
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 7:16 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,F2,F3 | Mar 7, 2019 | A | 18,000 | $0.00 | A | 113,671 | 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)F9 | $1.85 | Mar 7, 2019 | A | 100,000 | A | — | Mar 7, 2029 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F4 | $7.36 | holding | — | — | — | — | Dec 12, 2023 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F5 | $16.30 | holding | — | — | — | — | Dec 11, 2024 | ADSs | 95,000 | 95,000 | D |
| Stock Option (right to buy)F6 | $14.35 | holding | — | — | — | — | Dec 10, 2025 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F7 | $10.40 | holding | — | — | — | — | Dec 14, 2026 | ADSs | 100,000 | 100,000 | D |
| Stock Option (right to buy)F8 | $8.95 | holding | — | — | — | — | Dec 12, 2027 | ADSs | 80,000 | 80,000 | 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) 10,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/11/2014, all of which were issued to the reporting person on the 4th anniversary of the grant date; (b) 20,000 restricted ADSs granted under the "Free Share" award program on 8/10/2016, all of which were issued to the reporting person on the 2nd anniversary of the grant date; (c) 18,000 restricted ADSs granted under the "Free Share" award program on 12/14/2016, all of which were issued to the reporting person on the 2nd anniversary of the grant date; (d) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, 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); [continued in footnote 3 below]
- F3(e) 3,000 and 1,671 ADSs acquired under the issuer's 2017 Employee Share Purchase Plan on 7/5/2018 and 1/8/2019, respectively; and (f) 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).
- F4Options became exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.
- F5Options became exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
- F6Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
- F7Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
- F8Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
- F9Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 3/7/2019 grant date.
Remarks
Sr. VP, General Counsel and Corporate Secretary.