Avadel Pharmaceuticals (AVDL) Form 3 AVADEL PHARMACEUTICALS / KEVIN KOTLER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KOTLER KEVIN

(Last) (First) (Middle)

C/O BROADFIN CAPITAL, LLC

300 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2018

3. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC [ AVDL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
ADSs(1)	3,102,673(2)	I	See Footnote 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap	(3)	(3)	SHARES	(3)	(3)	I	See Footnote 2
Exchangeable Notes	02/01/2023	02/01/2023	ADS	(4)	(3)	I	See Footnote 2

1. Name and Address of Reporting Person^*

KOTLER KEVIN

(Last) (First) (Middle)

C/O BROADFIN CAPITAL, LLC

300 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Broadfin Capital, LLC

(Last) (First) (Middle)

300 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Broadfin Healthcare Master Fund Ltd

(Last) (First) (Middle)

20 GENESIS CLOSE ANSBACHER HOUSE,

SECOND FLOOR, P.O. BOX 1344

(Street)

GRAND CAYMAN KY1-1108 E9 KY1-1108

(City) (State) (Zip)

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.

	KEVIN KOTLER, /s/ Kevin Kotler	12/13/2018
	BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member	12/13/2018
	BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Kevin Kotler, Director	12/13/2018
	** Signature of Reporting Person	Date
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