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