Sec Form 3 Filing - KOTLER KEVIN @ AVADEL PHARMACEUTICALS PLC - 2018-12-07

FORM 3 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 KOTLER KEVIN 2. Issuer Name and Ticker or Trading Symbol AVADEL PHARMACEUTICALS PLC [ AVDL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BROADFIN CAPITAL, LLC, 300 PARK AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 ) 3,102,673 ( 2 ) I See Footnote 2

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 Equity Swap ( 3 ) ( 3 ) ( 3 ) SHARES ( 3 ) I See Footnote 2 Exchangeable Notes ( 3 ) 02/01/2023 02/01/2023 ADS ( 4 ) I See Footnote 2

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOTLER KEVIN C/O BROADFIN CAPITAL, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK, NY10022 X Broadfin Capital, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK, NY10022 X Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108, E9KY1-1108 X Signatures KEVIN KOTLER, /s/ Kevin Kotler 12/13/2018 Signature of Reporting Person Date BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member 12/13/2018 Signature of Reporting Person Date BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Kevin Kotler, Director 12/13/2018 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 )The securities are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. The reporting person disclaims beneficial ownership of the securities reported in Tables I and II, except to the extent of his pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Broadfin Healthcare Master Fund, Ltd. and Broadfin Capital, LLC may be deemed to be a director-by-deputization by virtue of Kevin Kotler serving on the board of directors of the issuer. ( 3 )Broadfin Healthcare Master Fund, Ltd. has entered into a cash-settled equity swap representing economic exposure to an aggregate of 500,000 notional Shares of the issuer. ( 4 )Broadfin Healthcare Master Fund, Ltd. is the owner of $12,000,000 in principal amount of the issuer's 4.50% exchangeable senior notes due 2023 (the "2018 Notes"). The 2018 Notes will mature on February 1, 2023, unless earlier exchanged, repurchased or redeemed in accordance with their terms. Subject to certain conditions and during certain periods, the 2018 Notes are exchangeable at an initial exchange rate of 92.6956 ADS per $1,000 principal amount of the 2018 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 Share as each ADS represents one Share. Upon exchange, the 2018 Notes may be settled in cash, ADSs or a combination of cash and ADSs, at the issuer's election.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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