AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ANDERSON MICHAEL S (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	ADSs	A	25000	—	Acquired	259750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-12	Stock Option (right to buy)	$8.95	A	150000	Acquired	2027-12-12	ADSs (150000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$6.93	2022-03-08	ADSs (275000)	275000	Direct
Stock Option (right to buy)	$4.07	2023-02-01	ADSs (80500)	80500	Direct
Stock Option (right to buy)	$16.3	2024-12-11	ADSs (200000)	200000	Direct
Stock Option (right to buy)	$14.35	2025-12-10	ADSs (200000)	200000	Direct
Stock Option (right to buy)	$10.4	2026-12-14	ADSs (200000)	200000	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: Includes (a) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/11/2014, all of which will be issued to the reporting person on the fourth anniversary of the grant date; (b) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; (c) 30,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and [continued in footnote 3 below]

F3: (d) 25,000 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 16,666 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 8,334 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).

F4: Options became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.

F5: Options became exercisable in four equal amounts over the first four anniversaries after the 02/01/2013 grant date.

F6: Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.

F7: Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

F8: Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

F9: Options become exercisable as to 37,500 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.