AVADEL PHARMACEUTICALS PLC — Director's Dealing 2018

May 4, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (AVDL)
CIK: 0001012477
Period of Report: 2018-04-30

Reporting Person: Flynn James E (10% Owner, Possible member of 10% group)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (10% Owner, Possible member of 10% group)
Reporting Person: Deerfield Private Design Fund II, L.P. (Possible member of 10% group)
Reporting Person: Deerfield Special Situations Fund, L.P. (Possible member of 10% group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible member of 10% group)
Reporting Person: Deerfield Private Design International II, L.P. (Possible member of 10% group)
Reporting Person: Breaking Stick Holdings, LLC (*Possible member of 10% group)

Holdings (Non-Derivative)

Security	Shares	Ownership
American Depositary Shares	1066299	Indirect
American Depositary Shares	987677	Indirect
American Depositary Shares	1131802	Indirect
American Depositary Shares	602762	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
4.50% Exchangeable Notes due 2023	$	2023-02-01	American Depositary Shares (1390434)		Indirect

Footnotes

F1: Each American Depositary Share ("ADS") represents one Ordinary Share of the Issuer.

F2: This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds and is the manager of Breaking Stick Holdings, LLC. Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members of Breaking Stick Holdings, LLC. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F4: Subject to satisfaction of certain conditions and during certain periods, the 4.50 % Exchangeable Notes due 2023 (the "Notes") are exchangeable at an initial exchange rate of 92.6956 ADSs per $1,000 principal amount of the 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 ordinary share. The exchange rate is subject to adjustment as provided in the Notes. Upon exchange, the Notes may be settled in cash, ADSs, or a combination of cash and ADSs, at the Issuer's election.