Sec Form 3 Filing - Athyrium Opportunities IV Acquisition 2 LP @ RVL Pharmaceuticals plc - 2022-08-08

Insider filing report for Changes in Beneficial Ownership
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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
Athyrium Opportunities IV Acquisition 2 LP
2. Issuer Name and Ticker or Trading Symbol
RVL Pharmaceuticals plc [ RVLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2022
(Street)
NEW YORK, NY10017
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
Ordinary Shares 8,148,832 I See footnotes( 1 )( 2 )
Ordinary Shares 6,451,612 I See footnotes( 2 )( 3 )
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
Warrants $ 3.1 10/12/2021 04/14/2025 Ordinary Shares 2,000,000 I See footnote( 1 )( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Athyrium Opportunities IV Acquisition 2 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Athyrium Opportunities IV Co-invest 2 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Athyrium Opportunities Associates IV LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Athyrium Opportunities Associates IV GP LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Athyrium Funds GP Holdings LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Athyrium Opportunities Associates IV Co-Invest LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Ferrell Jeffrey
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY10017
X
Signatures
/s/ Athyrium Opportunities IV Acquisition 2 LP, by Athyrium Opportunities Associates IV LP, its General Partner, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
Signature of Reporting Person Date
/s/ Athyrium Opportunities Associates IV LP, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
Signature of Reporting Person Date
/s/ Athyrium Opportunities Associates IV GP LLC, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
Signature of Reporting Person Date
/s/ Athyrium Opportunities IV Co-Invest 2 LP, by Athyrium Opportunities IV Co-Invest LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
Signature of Reporting Person Date
/s/ Athyrium Opportunities Associates IV Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
Signature of Reporting Person Date
/s/ Athyrium Funds GP Holdings LLC, by Jeffrey A. Ferrell, Managing Member 08/12/2022
Signature of Reporting Person Date
/s/ Jeffrey A. Ferrell 08/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held by Athyrium Opportunities IV Acquisition 2 LP ("Acquisition 2"). Athyrium Opportunities Associates IV GP LLC ("Associates IV GP") is the general partner of Athyrium Opportunities Associates IV LP, which is the general partner of Acquisition 2. Athyrium Funds GP Holdings LLC ("Holdings") is the managing member of Associates IV GP. Jeffery Ferrell is the managing member of Holdings.
( 2 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
( 3 )Represents securities held by Athyrium Opportunities IV Co-Invest 2 LP ("Co-Invest"). Athyrium Opportunities Associates IV Co-Invest LLC ("Co-Invest GP") is the general partner of Co-Invest. Holdings is the managing member of Co-Invest GP. Jeffery Ferrell is the managing member of Holdings.

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