0001140361-17-009171.txt : 20170224 0001140361-17-009171.hdr.sgml : 20170224 20170224164521 ACCESSION NUMBER: 0001140361-17-009171 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170103 FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 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: Hatten Sandra L CENTRAL INDEX KEY: 0001600771 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37977 FILM NUMBER: 17638019 MAIL ADDRESS: STREET 1: 10-1 BLANCHARDSTOWN CORPORATE PARK STREET 2: BALLYCOOLIN CITY: DUBLIN STATE: L2 ZIP: 15 4/A 1 doc1.xml FORM 4/A X0306 4/A 2017-01-03 2017-01-03 0 0001012477 AVADEL PHARMACEUTICALS PLC AVDL 0001600771 Hatten Sandra L BLOCK 10-1, BLANCHARDSTOWN CORPORATE PARK, BALLYCOOLIN DUBLIN L2 15 IRELAND 0 1 0 0 See Remarks ADSs 2017-01-03 4 A 0 33000 0 A 33000 D ADSs 2017-01-03 4 A 0 2200 0 A 2200 I By Spouse Stock Option (right to buy) 21.67 2017-01-03 4 A 0 100000 0 A 2025-06-26 ADSs 100000 100000 D Stock Option (right to buy) 14.35 2017-01-03 4 A 0 50000 0 A 2025-12-10 ADSs 50000 50000 D Stock Option (right to buy) 10.4 2017-01-03 4 A 0 80000 0 A 2026-12-14 ADSs 80000 80000 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. Includes (a) 20,000 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 (b) 10,000 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. See the explanation in the "Remarks" section below. The 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. Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date. Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date. Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date. Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date. Sr. VP, Quality and Reg. Affairs. Remarks to Table I: This amendment to the Form 4 filed by the reporting person on January 3, 2017, as amended on January 13, 2017, is being filed to report the acquisition by a revocable trust, in which the reporting person's spouse is a trustee, 2,200 Avadel ADSs described in footnote 5. Such ADSs were acquired by the trust as a result of the Merger, in exchange for the same number of Flamel ADSs which were originally acquired by the trust on March 18, 2016. Due to an administrative oversight, the reporting person did not report the acquisition of such Flamel shares on March 18, 2016 and omitted the acquisition of these Avadel ADSs from the January 3, 2017 Form 4. /s/ Phillandas T. Thompson, as attorney-in-fact for Sandra L. Hatten 2017-02-24