AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

Dec 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2017-12-15

Reporting Person: STAPLETON CRAIG R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-15	ADSs	A	70000	$8.671	Acquired	323413	Direct
2017-12-15	ADSs	A	70000	$8.671	Acquired	180000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (right to buy)	$14.54	2018-06-24	ADSs (100000)	100000	Direct
Warrants (right to buy)	$21.67	2019-06-26	ADSs (117449)	117449	Direct
Warrants (right to buy)	$13.59	2020-08-10	ADSs (117449)	117449	Direct
Stock Option (right to buy)	$10.51	2022-06-28	ADSs (30000)	30000	Direct

Footnotes

F1: 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.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.45 to $8.75, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2).

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.45 to $8.75, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3).

F4: The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these securities.

F5: Warrants were granted 06/24/2014 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 100,000 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)10.94 per ADS.

F6: Warrants were granted 06/26/2015 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS.

F7: Warrants were granted 08/10/2016 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro) 12.16 per ADS. Warrants as to all 117,449 ADSs vested on 08/10/2017.

F8: Options become exercisable as to all 30,000 ADSs on the first anniversary of the 06/28/2017 grant date.