AVADEL PHARMACEUTICALS PLC — Major Shareholding Notification 2019

Feb 12, 2019

SC 13G/A 1 e618201_sc13ga-avadel.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 7) *

Avadel Pharmaceuticals plc

(Name of Issuer)

Ordinary Shares, represented by American Depositary Shares

(Title of Class of Securities)

05337M104

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

(Page 1 of 13 Pages)

---

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 05337M104 13G Page 2 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Mgmt, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 2,722,241 (1)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 2,722,241 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,722,241 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.36%
12.	TYPE OF REPORTING PERSON* PN

(1) Comprised of American Depositary Shares (representing a like number of ordinary shares) held by Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Mgmt, L.P. is the general partner, and by Breaking Stick Holdings, LLC, of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members.

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CUSIP No. 05337M104 13G Page 3 of 13 Pages

| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Special Situations
Fund. L.P. | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00% | |
| 12. | TYPE OF REPORTING PERSON* PN | |

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CUSIP No. 05337M104 13G Page 4 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Private Design Fund II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 1,590,439 (2)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 1,590,439 (2)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,590,439 (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.30%
12.	TYPE OF REPORTING PERSON* PN

(2) Comprised of 987,677 American Depositary Shares held directly and 602,762 American Depositary Shares (in each case representing a like number of ordinary shares) held by Breaking Stick Holdings, LLC, the manager of which is Deerfield Management Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members.

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CUSIP No. 05337M104 13G Page 5 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Private Design International II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 1,734,564 (3)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 1,734,564 (3)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,734,564 (3)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.69%
12.	TYPE OF REPORTING PERSON* PN

(3) Comprised of 1,131,802 American Depositary Shares held directly and 602,762 American Depositary Shares (in each case representing a like number of ordinary shares) held by Breaking Stick Holdings, LLC, the manager of which is Deerfield Management Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members.

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CUSIP No. 05337M104 13G Page 6 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Management Company, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 2,722,241 (4)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 2,722,241 (4)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,722,241 (4)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.36%
12.	TYPE OF REPORTING PERSON* PN

(4) Comprised of American Depositary Shares (representing a like number of ordinary shares) held by Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Management Company, L.P. is the investment advisor, and by Breaking Stick Holdings, LLC, of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members.

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CUSIP No. 05337M104 13G Page 7 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Breaking Stick Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 602,762 (5)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 602,762 (5)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 602,762 (5)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.63%
12.	TYPE OF REPORTING PERSON* OO

(5) Comprised of American Depositary Shares representing a like number of ordinary shares.

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CUSIP No. 05337M104 13G Page 8 of 13 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Flynn
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 2,722,241 (6)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 2,722,241 (6)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,722,241 (6)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.36%
12.	TYPE OF REPORTING PERSON* IN

(6) Comprised of American Depositary Shares (representing a like number of ordinary shares) held by Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. and Breaking Stick Holdings, LLC.

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CUSIP No. 05337M104 13G Page 9 of 13 Pages

Item 1(a).	Name of Issuer:
	Avadel Pharmaceuticals plc
Item 1(b).	Address of Issuer's Principal Executive Offices:
	Block 10-1 Blanchardstown Corporate Park,
Ballycoolin Dublin 15, Ireland
Item 2(a).	Name of Person Filing:
	Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P.,
Deerfield Private Design International II, L.P., Deerfield Management Company, L.P., Breaking Stick Holdings, LLC, James E. Flynn
Item 2(b).	Address of Principal Business Office, or if None, Residence:
	Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P.,
Deerfield Private Design International II, L.P., Deerfield Management Company, L.P., James E. Flynn, Breaking Stick Holdings, LLC,
780 Third Avenue, 37th Floor, New York, NY 10017
Item 2(c).	Citizenship:
	Deerfield Mgmt, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Management Company, L.P. - Delaware limited partnerships; Deerfield Private Design International II, L.P - British
Virgin Islands limited partnership; Breaking Stick Holdings, LLC – Delaware limited
liability company; James E. Flynn – United States citizen
Item 2(d).	Title of Class of Securities:
	Ordinary Shares, represented by American Depositary Shares
Item 2(e).	CUSIP Number:
	05337M104
Item 3.	If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a)	☐	Broker or dealer registered under Section 15 of the
Exchange Act.
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	☐	Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d)	☐	Investment company registered under Section 8 of the
Investment Company Act.

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CUSIP No. 05337M104 13G Page 10 of 13 Pages

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);

| (g) | ☐ | A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | ☐ | A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |

(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned**:
	Deerfield Mgmt, L.P. – 2,722,241 shares Deerfield Special Situations Fund, L.P. – 0
shares Deerfield Private Design Fund II, L.P. – 1,590,439
shares Deerfield Private Design International II, L.P. –
1,734,564 shares Deerfield Management Company, L.P. – 2,722,241
shares Breaking Stick Holdings, LLC – 602,762 shares James E. Flynn – 2,722,241 shares
(b)	Percent of class**:
	Deerfield Mgmt, L.P. – 7.36% Deerfield Special Situations Fund, L.P. – 0.00% Deerfield Private Design Fund II, L.P. – 4.30% Deerfield Private Design International II, L.P. –
4.69% Deerfield Management Company, L.P. – 7.36% Breaking Stick Holdings, LLC – 1.63% James E. Flynn – 7.36%
(c)	Number of shares as to which such person has**:
	(i)	Sole power to vote or to direct the vote:	All Reporting Persons - 0
	(ii)	Shared power to vote or to direct the vote:	Deerfield Mgmt, L.P. –
2,722,241 Deerfield Special Situations Fund, L.P. –
0 Deerfield Private Design Fund II, L.P. – 1,590,439 Deerfield Private Design International II, L.P.
– 1,734,564 Deerfield Management Company, L.P. – 2,722,241 Breaking Stick Holdings, LLC - 602,762 James E. Flynn – 2,722,241

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CUSIP No. 05337M104 13G Page 11 of 13 Pages

(iii)	Sole power to dispose or to direct the disposition of:	All Reporting Persons - 0
(iv)	Shared power to dispose or to direct the disposition
of:	Deerfield Mgmt, L.P. – 2,722,241 Deerfield Special Situations Fund, L.P. –
0 Deerfield Private Design Fund II, L.P. – 1,590,439 Deerfield Private Design International II, L.P.
– 1,734,564 Deerfield Management Company, L.P. – 2,722,241 Breaking Stick Holdings, LLC - 602,762 James E. Flynn – 2,722,241

**See footnotes on cover pages which are incorporated by reference herein.

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities
check the following ☒.* * This box is being checked
solely with respect to Deerfield Special Situations Fund, L.P.
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item
and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
	N/A
Item 7.	Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	See Exhibit B

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CUSIP No. 05337M104 13G Page 12 of 13 Pages

| Item 9. |
| --- |
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and
that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5. |
| N/A |

| Item 10. |
| --- |
| "By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11." |

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CUSIP No. 05337M104 13G Page 13 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

BREAKING STICK HOLDINGS, LLC

By: Deerfield Management Company, L.P., Manager

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-in-Fact

Date: February 12, 2019

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Exhibit List

Exhibit A . Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C. Power of Attorney (1).

(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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Exhibit A

Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Ordinary Shares of Avadel Pharmaceuticals plc shall be filed on behalf of the undersigned.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

BREAKING STICK HOLDINGS, LLC

By: Deerfield Management Company, L.P., Manager

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-in-Fact

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Exhibit B

Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.