0001144204-17-000316.txt : 20170103
0001144204-17-000316.hdr.sgml : 20170103
20170103185002
ACCESSION NUMBER: 0001144204-17-000316
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170103
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: ANDERSON MICHAEL S
CENTRAL INDEX KEY: 0001144178
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28508
FILM NUMBER: 17503209
MAIL ADDRESS:
STREET 1: 101 S. MAIN ST
STREET 2: SUITE 300
CITY: VICTORIA
STATE: TX
ZIP: 77902
4
1
v455893_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-01-03
0
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001144178
ANDERSON MICHAEL S
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK, BALLYCOOLIN
DUBLIN 15
L2
77902
IRELAND
1
1
0
0
Chief Executive Officer
ADSs
2017-01-03
4
A
0
223250
0
A
223250
D
Stock Option (right to buy)
6.93
2017-01-03
4
A
0
275000
0
A
2022-03-08
ADSs
275000
275000
D
Stock Option (right to buy)
4.07
2017-01-03
4
A
0
80500
0
A
2023-02-01
ADSs
80500
80500
D
Stock Option (right to buy)
16.3
2017-01-03
4
A
0
200000
0
A
2024-12-11
ADSs
200000
200000
D
Stock Option (right to buy)
14.35
2017-01-03
4
A
0
200000
0
A
2025-12-10
ADSs
200000
200000
D
Stock Option (right to buy)
10.4
2017-01-03
4
A
0
200000
0
A
2026-12-14
ADSs
200000
200000
D
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.
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) 50,000 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, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 50,000 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) 30,000 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 became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.
Options become exercisable as to 20,125 ADSs on each of the first four anniversaries after the 02/01/2013 grant date.
Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.
Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
/s/ Phillandas T. Thompson, as attorney-in-fact for Michael S. Anderson
2017-01-03