AVADEL PHARMACEUTICALS PLC — Director's Dealing 2018

Dec 13, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2018-12-07

Reporting Person: KOTLER KEVIN (Director)
Reporting Person: Broadfin Capital, LLC (Director)
Reporting Person: Broadfin Healthcare Master Fund Ltd (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
ADSs	3102673	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Equity Swap	$		SHARES ()		Indirect
Exchangeable Notes	$	2023-02-01	ADS ()		Indirect

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 securities are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. The reporting person disclaims beneficial ownership of the securities reported in Tables I and II, except to the extent of his pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Broadfin Healthcare Master Fund, Ltd. and Broadfin Capital, LLC may be deemed to be a director-by-deputization by virtue of Kevin Kotler serving on the board of directors of the issuer.

F3: Broadfin Healthcare Master Fund, Ltd. has entered into a cash-settled equity swap representing economic exposure to an aggregate of 500,000 notional Shares of the issuer.

F4: Broadfin Healthcare Master Fund, Ltd. is the owner of $12,000,000 in principal amount of the issuer's 4.50% exchangeable senior notes due 2023 (the "2018 Notes"). The 2018 Notes will mature on February 1, 2023, unless earlier exchanged, repurchased or redeemed in accordance with their terms. Subject to certain conditions and during certain periods, the 2018 Notes are exchangeable at an initial exchange rate of 92.6956 ADS per $1,000 principal amount of the 2018 Notes (so long as the principal amount of such holder's notes not exchanged is at least $200,000), which is equal to an initial exchange price of approximately $10.79 per Share as each ADS represents one Share. Upon exchange, the 2018 Notes may be settled in cash, ADSs or a combination of cash and ADSs, at the issuer's election.