0001144204-17-000357.txt : 20170103
0001144204-17-000357.hdr.sgml : 20170103
20170103193246
ACCESSION NUMBER: 0001144204-17-000357
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: DAVIS GREGORY J.
CENTRAL INDEX KEY: 0001661842
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28508
FILM NUMBER: 17503325
MAIL ADDRESS:
STREET 1: 33 AVENUE DU DR. GEORGES LEVY
CITY: VENISSIEUX
STATE: I0
ZIP: 69200
4
1
v455895_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-01-03
0
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001661842
DAVIS GREGORY J.
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK, BALLYCOOLIN
DUBLIN 15
L2
IRELAND
0
1
0
0
See Remarks
ADSs
2017-01-03
4
A
0
30000
0
A
30000
D
Stock Option (right to buy)
21.67
2017-01-03
4
A
0
50000
0
A
2025-06-26
ADSs
50000
50000
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
65000
0
A
2026-12-14
ADSs
65000
65000
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.
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.
Options become exercisable as to 12,500 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 16,250 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
VP, Corporate and Business Development
/s/ Phillandas T. Thompson, as attorney-in-fact for Gregory J. Davis
2017-01-03