Sec Form 4/A Filing - Hatten Sandra L @ AVADEL PHARMACEUTICALS PLC - 2017-01-03

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hatten Sandra L
2. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC [ AVDL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
BLOCK 10-1, BLANCHARDSTOWN, CORPORATE PARK, BALLYCOOLIN
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2017
(Street)
DUBLIN, L215
4. If Amendment, Date Original Filed (MM/DD/YY)
01/03/2017
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
ADSs ( 1 ) 01/03/2017 A( 2 ) 33,000 ( 3 ) A $ 0 ( 4 ) 33,000 D
ADSs ( 1 ) 01/03/2017 A( 2 ) 2,200 ( 5 ) A $ 0 ( 4 ) 2,200 I By Spouse ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 21.67 01/03/2017 A( 2 ) 100,000 ( 7 ) 06/26/2025 ADSs 100,000 $ 0 ( 4 ) 100,000 D
Stock Option (right to buy) $ 14.35 01/03/2017 A( 2 ) 50,000 ( 8 ) 12/10/2025 ADSs 50,000 $ 0 ( 4 ) 50,000 D
Stock Option (right to buy) $ 10.4 01/03/2017 A( 2 ) 80,000 ( 9 ) 12/14/2026 ADSs 80,000 $ 0 ( 4 ) 80,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hatten Sandra L
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK, BALLYCOOLIN
DUBLIN, L215
See Remarks
Signatures
/s/ Phillandas T. Thompson, as attorney-in-fact for Sandra L. Hatten 02/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )On 12/31/16, Flamel Technologies S.A. ("Flamel") merged with and into Avadel Pharmaceuticals plc ("Avadel"). As a result of the Merger, Flamel's outstanding ordinary shares were cancelled and exchanged on a 1-for-1 basis for newly issued ordinary shares of Avadel, and all outstanding American Depositary Shares (ADSs) representing Flamel ordinary shares were cancelled and exchanged on a 1-for-1 basis for ADSs representing Avadel ordinary shares. The reporting person filed a Form 4 solely to report dispositions of Flamel securities as a result of the Merger, and filed a Form 3 to reflect the reporting person's new status as a director and/or executive officer of Avadel. This Form 4 reports the reporting person's acquisition of the same number and type of securities of Avadel in the Merger. The reporting person made no market sales or purchases in connection with the dispositions reported in the Form 4 referenced above or the acquisitions reported in this Form 4.
( 3 )Includes (a) 20,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and (b) 10,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the second anniversary of the grant date.
( 4 )Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.
( 5 )See the explanation in the "Remarks" section below.
( 6 )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.
( 7 )Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.
( 8 )Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date. Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
( 9 )Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

Remarks:
Sr. VP, Quality and Reg. Affairs. Remarks to Table I: This amendment to the Form 4 filed by the reporting person on January 3, 2017, as amended on January 13, 2017, is being filed to report the acquisition by a revocable trust, in which the reporting person's spouse is a trustee, 2,200 Avadel ADSs described in footnote 5. Such ADSs were acquired by the trust as a result of the Merger, in exchange for the same number of Flamel ADSs which were originally acquired by the trust on March 18, 2016. Due to an administrative oversight, the reporting person did not report the acquisition of such Flamel shares on March 18, 2016 and omitted the acquisition of these Avadel ADSs from the January 3, 2017 Form 4.

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