FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DIVIS GREG J
2. Issuer Name and Ticker or Trading Symbol

AVADEL PHARMACEUTICALS PLC [ AVDL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O AVADEL PHARMACEUTICALS PLC, BLOCK 10-1 BLANCHARDSTOWN CORPORATE PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

5/30/2019
(Street)

DUBLIN, L2 15
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
ADSs   (1)                67100   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $10.4                      (3) 12/14/2026   ADSs   (1) 150000     150000   D    
Stock Option (right to buy)   $8.95                      (4) 12/12/2027   ADSs   (1) 100000     100000   D    
Stock Option (right to buy)   $7.06                      (5) 3/22/2028   ADSs   (1) 50000     50000   D    
Stock Option (right to buy)   $1.85                      (6) 3/7/2029   ADSs   (1) 100000     100000   D    
Stock Option (right to buy)   $1.71   5/30/2019     A      400000         (7) 5/30/2029   ADSs   (1) 400000   $0.00   400000   D    

Explanation of Responses:
(1)  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.
(2)  Includes (a) 22,500 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 15,000 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 7,500 ADSs will vest and be issued on the third anniversary of the grant date (with vesting of these restricted shares subject to the reporting person remaining in continuous service until the applicable anniversary of the date of grant); and (b) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 3/7/2019, of which 12,000 and 6,000 ADSs will vest and be issued to the reporting person on the 2nd anniversary and 3rd anniversary, respectively, of the grant date (with such vesting subject to the reporting person remaining in continuous service until the applicable anniversary).
(3)  Options become exercisable as to 37,500 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.
(4)  Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.
(5)  Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 3/22/2018 grant date.
(6)  Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 3/7/2019 grant date.
(7)  Options become exercisable as to 100,000 ADSs on each of the first four anniversaries after the 5/30/2019 grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DIVIS GREG J
C/O AVADEL PHARMACEUTICALS PLC
BLOCK 10-1 BLANCHARDSTOWN CORPORATE PARK
DUBLIN, L2 15


Chief Executive Officer

Signatures
/s/ Phillandas T. Thompson as attorney in fact for Greg J. Divis 6/3/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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