0001140361-17-009173.txt : 20170224
0001140361-17-009173.hdr.sgml : 20170224
20170224164745
ACCESSION NUMBER: 0001140361-17-009173
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: STAPLETON CRAIG R
CENTRAL INDEX KEY: 0001207106
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37977
FILM NUMBER: 17638053
MAIL ADDRESS:
STREET 1: 55 OLD FIELD POINT ROAD
STREET 2: SUITE 2
CITY: GREENWICH
STATE: CT
ZIP: 06830
4/A
1
doc1.xml
FORM 4/A
X0306
4/A
2017-01-03
2017-01-03
0
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001207106
STAPLETON CRAIG R
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK,BALLYCOOLIN
DUBLIN
L2
15
IRELAND
1
0
0
0
ADSs
2017-01-03
4
A
0
492678
0
A
492678
D
ADSs
2017-01-03
4
A
0
40000
0
A
40000
I
By Spouse
ADSs
2017-01-03
4
A
0
16200
0
A
16200
I
By Trust
Warrants (right to buy)
14.54
2017-01-03
4
A
0
100000
0
A
2015-06-24
2018-06-24
ADSs
100000
100000
D
Warrants (right to buy)
14.54
2017-01-03
4
A
0
117449
0
A
2016-06-26
2019-06-26
ADSs
117449
117449
D
Warrants (right to buy)
13.59
2017-01-03
4
A
0
117449
0
A
2017-08-10
2020-08-10
ADSs
117449
117449
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.
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.
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.
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 100,000 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.
Warrants were granted 06/26/2015 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 117,449 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 117,449 ADSs vested on 06/26/2016.
Warrants were granted 08/10/2016 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 117,449 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) 12.16 per ADS. Warrants as to all 117,449 ADSs vest on 08/10/2017.
Remarks to Table II: 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 the reporting person of the warrants to purchase 117,449 Avadel ADSs described in footnote 7 (i.e., the final transaction listed in Table II). Such warrants were acquired by the reporting person as a result of the Merger, in exchange for warrants to purchase the same number of Flamel ADSs which were originally granted to the reporting person on August 10, 2016. Due to an administrative oversight, the reporting person did not report the acquisition of such Flamel warrants on August 10, 2016 and omitted the acquisition of these Avadel warrants from the January 3, 2017 Form 4.
Phillandas T. Thompson, as attorney-in-fact for Craig R. Stapleton
2017-02-24