Avadel Pharmaceuticals (AVDL) Form 4 AVADEL PHARMACEUTICALS / FRANCIS FILDES ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FILDES FRANCIS

(Last) (First) (Middle)

BLOCK 10-1, BLANCHARDSTOWN

CORPORATE PARK, BALLYCOOLIN

(Street)

DUBLIN L2 15

(City) (State) (Zip)

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
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)								26,365(2)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (right to buy)(3)	$21.67(3)							06/26/2016(3)	06/26/2019	ADSs	54,026		54,026	D
Warrants (right to buy)(4)	$13.59(4)							08/10/2017(4)	08/10/2020	ADSs	35,468		35,468	D
Stock Option (right to buy)(5)	$10.51(5)							06/28/2018(5)	06/28/2022	ADSs	35,000		35,000	D

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. Represents 26,365 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 07/09/2018; one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date.

3. Warrants were granted 06/26/2015 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 54,026 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS.

4. Warrants were granted 08/10/2016 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 35,468 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 2 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro) 12.16 per ADS.

5. Options became exercisable as to all 35,000 ADSs on the first anniversary of the 06/28/2017 grant date.

Remarks:

This Form 4 is being filed because the reporting person ceased to be a director of the Issuer as of July 18, 2018.

	/s/ Phillandas T. Thompson, as attorney-in-fact for Francis Fildes	07/20/2018
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.