AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

Sep 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2017-09-12

Reporting Person: Hatten Sandra L (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-12	ADSs	P	2200	$9.19	Acquired	35200	Direct
2017-09-13	ADSs	P	500	$9.346	Acquired	35700	Direct
2017-09-14	ADSs	P	2100	$9.359	Acquired	37800	Direct
2017-09-12	ADSs	P	1200	$9.15	Acquired	3400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$21.67	2025-06-26	ADSs (100000)	100000	Direct
Stock Option (right to buy)	$14.35	2025-12-10	ADSs (50000)	50000	Direct
Stock Option (right to buy)	$10.40	2026-12-14	ADSs (80000)	80000	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 $9.188 to $9.19, 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: Includes (a) 20,000 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; and (b) 10,000 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.

F4: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.317 to $9.39, 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 (4).

F5: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.143 to $9.15, 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 (5).

F6: 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.

F7: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.

F8: Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

F9: Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.