0001140361-17-001880.txt : 20170113
0001140361-17-001880.hdr.sgml : 20170113
20170113163720
ACCESSION NUMBER: 0001140361-17-001880
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170103
FILED AS OF DATE: 20170113
DATE AS OF CHANGE: 20170113
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AVADEL PHARMACEUTICALS PLC
CENTRAL INDEX KEY: 0001012477
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: BLOCK 10-1 BLANCHARDSTOWN CORPORATE PARK
STREET 2: BALLYCOOLIN
CITY: DUBLIN
STATE: L2
ZIP: 15
BUSINESS PHONE: 636-449-1830
MAIL ADDRESS:
STREET 1: 16640 CHESTERFIELD GROVE ROAD
STREET 2: SUITE 200
CITY: CHESTERFIELD
STATE: MO
ZIP: 63005
FORMER COMPANY:
FORMER CONFORMED NAME: FLAMEL TECHNOLOGIES SA
DATE OF NAME CHANGE: 19960422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MONTEITH DAVID
CENTRAL INDEX KEY: 0001663077
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37977
FILM NUMBER: 17528261
MAIL ADDRESS:
STREET 1: 33 AVENUE DU DR. GEORGES LEVY
CITY: VENISSIEUX
STATE: I0
ZIP: 69200
4/A
1
doc1.xml
FORM 4/A
X0306
4/A
2017-01-03
2017-01-03
0
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001663077
MONTEITH DAVID
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK, BALLYCOOLIN
DUBLIN
L2
15
IRELAND
0
1
0
0
See Remarks
ADSs
2017-01-03
4
A
0
32500
0
A
32500
D
Stock Option (right to buy)
16.3
2017-01-03
4
A
0
110000
0
A
2024-12-11
ADSs
110000
110000
D
Stock Option (right to buy)
14.35
2017-01-03
4
A
0
35000
0
A
2025-12-10
ADSs
35000
35000
D
Stock Option (right to buy)
10.4
2017-01-03
4
A
0
75000
0
A
2026-12-14
ADSs
75000
75000
D
The 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.
On 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.
Represents (a) 2,500 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) 15,000 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) 15,000 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.
Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.
Options become exercisable as to 27,500 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
Options become exercisable as to 8,750 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
Options become exercisable as to 18,750 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
VP, Research and Development. This amendment to the Form 4 filed by the reporting person on January 3, 2017 (the "Original Form 4") is being filed to correct the nominal value of the issuer's ordinary shares as described in footnote #1 to the Original Form 4.
/s/ Phillandas T. Thompson, as attorney-in-fact for David Monteith
2017-01-13