Statement of Changes in Beneficial Ownership (4)
25 January 2023 - 9:01AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Palczuk Linda |
2. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC
[
AVDL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AVADEL PHARMACEUTICALS PLC, 10 EARLSFORT TERRACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/20/2023 |
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(Street)
DUBLIN 2, L2 D02 T380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $2.03 | 1/20/2023 | | G |
V
| | 60000 | (1) | 8/7/2029 | ADSs (2) | 60000 | $0 | 0 | D | |
| Stock Option (Right to Buy) | $2.03 | | | | | | | (1) | 8/7/2029 | ADSs (2) | 60000 | | 60000 | I | By Trust (3) |
| Stock Option (Right to Buy) | $8.48 | 1/20/2023 | | G |
V
| | 42000 | (4) | 8/7/2030 | ADSs (2) | 42000 | $0 | 0 | D | |
| Stock Option (Right to Buy) | $8.48 | | | | | | | (4) | 8/7/2030 | ADSs (2) | 42000 | | 42000 | I | By Trust (3) |
| Stock Option (Right to Buy) | $8.07 | 1/20/2023 | | G |
V
| | 42000 | (1) | 8/3/2031 | ADSs (2) | 42000 | $0 | 0 | D | |
| Stock Option (Right to Buy) | $8.07 | | | | | | | (1) | 8/3/2031 | ADSs (2) | 42000 | | 42000 | I | By Trust (3) |
| Stock Option (Right to Buy) | $4.79 | 1/20/2023 | | G |
V
| | 42000 | (5) | 8/3/2032 | ADSs (2) | 42000 | $0 | 0 | D | |
| Stock Option (Right to Buy) | $4.79 | | | | | | | (5) | 8/3/2032 | ADSs (2) | 42000 | | 42000 | I | By Trust (3) |
| Explanation of Responses: |
| (1) | These options are fully vested and exercisable as of the date hereof. |
| (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. |
| (3) | On January 20, 2023, the Reporting Person transferred an aggregate of 186,000 options to a revocable trust of which the Reporting Person is trustee. |
| (4) | These options become exercisable as to 14,000 ADSs on each of the first three anniversaries after the 08/07/2020 grant date, subject to the Reporting Person's continued service at each such vesting date. |
| (5) | These options shall vest in full on the earlier to occur of (a) August 3, 2023 or (b) the date of the next annual general meeting of shareholders following the date of grant, subject to the Reporting Person's continued service on the Board of Directors at such time. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Palczuk Linda
C/O AVADEL PHARMACEUTICALS PLC
10 EARLSFORT TERRACE
DUBLIN 2, L2 D02 T380 | X |
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Signatures
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| /s/ Jerad G. Seurer, as attorney-in-fact | | 1/24/2023 |
| **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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