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: Hatten Sandra L (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	ADSs	A	12500	—	Acquired	50300	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	60000	Acquired	2027-12-12	ADSs (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
ADSs	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: 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; (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; and (c) 12,500 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 8,333 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 4,167 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).

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. The reporting person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

F4: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.

F5: Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

F6: Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

F7: Options become exercisable as to 15,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.