0001144204-17-000118.txt : 20170103
0001144204-17-000118.hdr.sgml : 20170103
20170103141228
ACCESSION NUMBER: 0001144204-17-000118
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161231
FILED AS OF DATE: 20170103
DATE AS OF CHANGE: 20170103
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28508
FILM NUMBER: 17501275
MAIL ADDRESS:
STREET 1: 33 AVENUE DU DR. GEORGES LEVY
CITY: VENISSIEUX
STATE: I0
ZIP: 69200
4
1
v455613_form4.xml
FORM 4
X0306
4
2016-12-31
1
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001666105
NAVARRE CHRISTOPHE
C/O FLAMEL TECHNOLOGIES S.A.
33 AVENUE DU DR. GEORGES LEVY
VENISSIEUX
I0
69200
FRANCE
1
0
0
0
Warrants (right to buy)
14.54
2016-12-31
4
D
0
46000
0
D
2015-06-24
2018-06-24
ADSs
46000
0
D
Warrants (right to buy)
21.67
2016-12-31
4
D
0
54026
0
D
2016-06-26
2019-06-26
ADSs
54026
0
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 is filing this Form 4 solely to report dispositions of Flamel securities as a result of the Merger. The reporting person will also file a Form 3 to reflect his or her new status as a director and/or executive officer of Avadel, and a new Form 4 evidencing his or her 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 this Form 4 or the acquisitions to be reported in the new Form 4.
The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are 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. The reporting person is submitting this Form 4 with respect to the disposition of securities in Flamel Technologies S.A. As described in Footnote 2 above, on December 31, 2016 Avadel Pharmaceuticals plc became the successor by merger to Flamel. In connection with such merger, the company information on the SEC's EDGAR system for CIK # 0001012477 (which number was formerly associated with Flamel) has been changed to reflect Avadel as the SEC filing company. Therefore, all Form 4s submitted via EDGAR after December 31, 2016 with respect to Flamel or Avadel will reflect Avadel's name, address, and ticker symbol.
/s/ Phillandas T. Thompson, as attorney-in-fact for Christophe Navarre
2016-12-31