0001140361-17-001884.txt : 20170113 0001140361-17-001884.hdr.sgml : 20170113 20170113163849 ACCESSION NUMBER: 0001140361-17-001884 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: NAVARRE CHRISTOPHE CENTRAL INDEX KEY: 0001666105 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37977 FILM NUMBER: 17528275 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 0001666105 NAVARRE CHRISTOPHE BLOCK 10-1, BLANCHARDSTOWN CORPORATE PARK, BALLYCOOLIN DUBLIN L2 15 IRELAND 1 0 0 0 Warrants (right to buy) 14.54 2017-01-03 4 A 0 46000 0 A 2015-06-24 2018-06-24 ADSs 46000 46000 D Warrants (right to buy) 21.67 2017-01-03 4 A 0 54026 0 A 2016-06-26 2019-06-26 ADSs 54026 54026 D Warrants were granted 06/24/2014 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 46,000 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)10.94 per ADS. 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. 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. 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. Warrants were granted 06/26/2015 but are not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants will become exercisable for a 3-year period as to all 54,026 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS. Warrants as to all 54,026 ADSs vest on 06/26/2016. Remarks to Table I: No non-derivative securities are beneficially owned. 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 Christophe Navarre 2017-01-13