AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

Nov 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2017-11-27

Reporting Person: STAPLETON CRAIG R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-27	ADSs	S	254265	$9.351	Disposed	253413	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
ADSs	110000	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: Reflects the transfer of ADSs of the issuer by the reporting person to a trust of which the trustees are two adult children of the reporting person who do not live in the reporting person's household. In consideration for the transfer of these ADSs, the trust gave the reporting person property with an aggregate value approximately equal to the market value of the transferred ADSs on the date of the transfer.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: Options become exercisable as to all 30,000 ADSs on the first anniversary of the 06/28/2017 grant date.