Geoffrey Michael Glass Form 4 AVADEL PHARMACEUTICALS / Geoffrey Michael Glass 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

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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^*

Glass Geoffrey Michael

(Last) (First) (Middle)

C/O AVADEL PHARMACEUTICALS PLC

10 EARLSFORT TERRACE

(Street)

DUBLIN 2 L2 D02 T380

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2020

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)	12/21/2020		G	V	18,600(2)	D	$0	47,100	D
ADSs(1)								18,600	I	By Trust(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 (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
Stock Option (Right to Buy)	$2.03	12/21/2020		G	V	60,000(3)		(4)	08/07/2029	ADSs(1)	60,000	$0	0	D
Stock Option (Right to Buy)	$2.03							(4)	08/07/2029	ADSs(1)	60,000		60,000	I	By Trust(3)
Stock Option (Right to Buy)	$8.48	12/21/2020		G	V	42,000(5)		(6)	08/07/2030	ADSs(1)	42,000	$0	0	D
Stock Option (Right to Buy)	$8.48							(6)	08/07/2030	ADSs(1)	42,000		42,000	I	By Trust(5)

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 December 21, 2020, the reporting person transferred 18,600 ADSs to a family trust of which the reporting person is trustee. The reporting person and members of his immediate family are the sole beneficiaries of the trust.

3. On December 21, 2020, the reporting person transferred 60,000 options to a family trust of which the reporting person is trustee. The reporting person and members of his immediate family are the sole beneficiaries of the trust.

4. Options become exercisable as to 20,000 ADSs on each of the first three anniversaries after the 08/07/2019 grant date.

5. On December 21, 2020, the reporting person transferred 42,000 options to a family trust of which the reporting person is trustee. The reporting person and members of his immediate family are the sole beneficiaries of the trust.

6. Options become exercisable as to 14,000 ADSs on each of the first three anniversaries after the 08/07/2020 grant date.

	/s/ Jerad Seurer, as attorney-in-fact	12/23/2020
	** 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).
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