AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2017-01-03

Reporting Person: THOMPSON PHILLANDAS T. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	ADSs	A	58000	—	Acquired	58000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Stock Option (right to buy)	$7.36	A	100000	Acquired	2023-12-12	ADSs (100000)	Direct
2017-01-03	Stock Option (right to buy)	$16.3	A	95000	Acquired	2024-12-11	ADSs (95000)	Direct
2017-01-03	Stock Option (right to buy)	$14.35	A	100000	Acquired	2025-12-10	ADSs (100000)	Direct
2017-01-03	Stock Option (right to buy)	$10.4	A	100000	Acquired	2026-12-14	ADSs (100000)	Direct

Footnotes

F1: The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are represented by American Depositary Receipts.

F2: On 12/31/16, Flamel Technologies S.A. ("Flamel") merged with and into Avadel Pharmaceuticals plc ("Avadel"). As a result of the Merger, Flamel's outstanding ordinary shares were cancelled and exchanged on a 1-for-1 basis for newly issued ordinary shares of Avadel, and all outstanding American Depositary Shares (ADSs) representing Flamel ordinary shares were cancelled and exchanged on a 1-for-1 basis for ADSs representing Avadel ordinary shares. The reporting person filed a Form 4 solely to report dispositions of Flamel securities as a result of the Merger, and filed a Form 3 to reflect the reporting person's new status as a director and/or executive officer of Avadel. This Form 4 reports the reporting person's acquisition of the same number and type of securities of Avadel in the Merger. The reporting person made no market sales or purchases in connection with the dispositions reported in the Form 4 referenced above or the acquisitions reported in this Form 4.

F3: Includes (a) 10,000 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, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 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 (c) 18,000 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: Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.

F5: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.

F6: Options become exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.

F7: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

F8: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.