AVADEL PHARMACEUTICALS PLC — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2018-08-01

Reporting Person: STAPLETON CRAIG R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	ADSs	A	27900	—	Acquired	378228	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
ADSs	210400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (right to buy)	$21.67	2019-06-26	ADSs (117449)	117449	Direct
Warrants (right to buy)	$13.59	2020-08-10	ADSs (117449)	117449	Direct
Stock Option (right to buy)	$10.51	2022-06-28	ADSs (35000)	35000	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: Represents 27,900 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 08/01/2018; one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date.

F3: Includes 57,315 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 07/09/2018, under which one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date.

F4: 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.

F5: Warrants were granted 06/26/2015 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS.

F6: Warrants were granted 08/10/2016 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro) 12.16 per ADS.

F7: Options became exercisable as to all 35,000 ADSs on the first anniversary of the 06/28/2017 grant date.