0001144204-18-064434.txt : 20181213
0001144204-18-064434.hdr.sgml : 20181213
20181213160330
ACCESSION NUMBER: 0001144204-18-064434
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181207
FILED AS OF DATE: 20181213
DATE AS OF CHANGE: 20181213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KOTLER KEVIN
CENTRAL INDEX KEY: 0001601692
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37977
FILM NUMBER: 181233218
MAIL ADDRESS:
STREET 1: C/O BROADFIN CAPITAL, LLC
STREET 2: 300 PARK AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Broadfin Capital, LLC
CENTRAL INDEX KEY: 0001511901
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37977
FILM NUMBER: 181233219
BUSINESS ADDRESS:
STREET 1: 300 PARK AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-808-2463
MAIL ADDRESS:
STREET 1: 300 PARK AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Broadfin Healthcare Master Fund Ltd
CENTRAL INDEX KEY: 0001511900
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37977
FILM NUMBER: 181233220
BUSINESS ADDRESS:
STREET 1: C/O 20 GENESIS CLOSE
STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
BUSINESS PHONE: 212-808-2460
MAIL ADDRESS:
STREET 1: C/O 20 GENESIS CLOSE
STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
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
3
1
tv509096_form3.xml
FORM 3
X0206
3
2018-12-07
0
0001012477
AVADEL PHARMACEUTICALS PLC
AVDL
0001601692
KOTLER KEVIN
C/O BROADFIN CAPITAL, LLC
300 PARK AVENUE, 25TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001511901
Broadfin Capital, LLC
300 PARK AVENUE, 25TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001511900
Broadfin Healthcare Master Fund Ltd
20 GENESIS CLOSE ANSBACHER HOUSE,
SECOND FLOOR, P.O. BOX 1344
GRAND CAYMAN KY1-1108
E9
KY1-1108
CAYMAN ISLANDS
1
0
0
0
ADSs
3102673
I
See Footnote 2
Equity Swap
SHARES
I
See Footnote 2
Exchangeable Notes
2023-02-01
2023-02-01
ADS
I
See Footnote 2
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.
The securities are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. The reporting person disclaims beneficial ownership of the securities reported in Tables I and II, except to the extent of his pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Broadfin Healthcare Master Fund, Ltd. and Broadfin Capital, LLC may be deemed to be a director-by-deputization by virtue of Kevin Kotler serving on the board of directors of the issuer.
Broadfin Healthcare Master Fund, Ltd. has entered into a cash-settled equity swap representing economic exposure to an aggregate of 500,000 notional Shares of the issuer.
Broadfin Healthcare Master Fund, Ltd. is the owner of $12,000,000 in principal amount of the issuer's 4.50% exchangeable senior notes due 2023 (the "2018 Notes"). The 2018 Notes will mature on February 1, 2023, unless earlier exchanged, repurchased or redeemed in accordance with their terms. Subject to certain conditions and during certain periods, the 2018 Notes are exchangeable at an initial exchange rate of 92.6956 ADS per $1,000 principal amount of the 2018 Notes (so long as the principal amount of such holder's notes not exchanged is at least $200,000), which is equal to an initial exchange price of approximately $10.79 per Share as each ADS represents one Share. Upon exchange, the 2018 Notes may be settled in cash, ADSs or a combination of cash and ADSs, at the issuer's election.
KEVIN KOTLER, /s/ Kevin Kotler
2018-12-13
BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member
2018-12-13
BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Kevin Kotler, Director
2018-12-13