AVADEL PHARMACEUTICALS PLC — Director's Dealing 2019

Mar 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVADEL PHARMACEUTICALS PLC (FLML)
CIK: 0001012477
Period of Report: 2019-03-07

Reporting Person: KANAN MICHAEL F (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-07	ADSs	A	18000	—	Acquired	50538	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-07	Stock Option (right to buy)	$1.85	A	80000	Acquired	2029-03-07	ADSs (80000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$16.21	2025-10-28	ADSs (100000)	100000	Direct
Stock Option (right to buy)	$10.4	2026-12-14	ADSs (100000)	100000	Direct
Stock Option (right to buy)	$8.95	2027-12-12	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) 18,000 ADSs granted under the issuer's "Free Share" award program as restricted ADSs on 12/14/2016, all of which were issued to the reporting person on the second anniversary of the grant date; in connection with the payment of certain withholding taxes related to such issuance, the reporting person sold 8,429 ADSs on December 14, 2018; (b) 18,000 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, of which 12,000 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 6,000 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); (c) 3,000 ADSs acquired under the issuer's 2017 Employee Share Purchase Plan on 1/8/2019; and [continued in footnote 3 below]

F3: (d) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 3/7/2019, of which 12,000 and 6,000 ADSs will vest and be issued to the reporting person on the 2nd anniversary and 3rd anniversary, respectively, of the grant date (with such vesting subject to the reporting person remaining in continuous service until the applicable anniversary).

F4: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 10/28/2015 grant date.

F5: Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

F6: Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.

F7: Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 3/7/2019 grant date.