AVADEL PHARMACEUTICALS PLC — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2017-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	ADSs	P	2500	$10.00	Acquired	225750	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; and (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.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.00 to $10.01, 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: Options became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.

F5: Options become exercisable as to 20,125 ADSs on each of 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.