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