Sandra L Hatten Form 4 AVADEL PHARMACEUTICALS / Sandra L Hatten 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^*

Hatten Sandra L

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

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)	03/07/2019		A		18,000	A	$0	58,837(2)(3)	D
ADSs(1)								3,400	I	By Spouse(4)

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)	$21.67							(5)	06/26/2025	ADSs	100,000		100,000	D
Stock Option (right to buy)	$14.35							(6)	12/10/2025	ADSs	50,000		50,000	D
Stock Option (right to buy)	$10.4							(7)	12/14/2026	ADSs	80,000		80,000	D
Stock Option (right to buy)	$8.95							(8)	12/12/2027	ADSs	60,000		60,000	D
Stock Option (right to buy)	$1.85	03/07/2019		A		80,000		(9)	03/07/2029	ADSs	80,000	$1.85	80,000	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. Includes (a) 20,000 ADSs granted under the issuer's "Free Share" award program as restricted ADSs on 8/10/2016, all of which were issued to the reporting person on the second anniversary of the grant date; in connection with the payment of certain withholding taxes related to such issuance, the reporting person sold 6,290 ADSs on August 10, 2018; (b) 10,000 ADSs granted under the issuer's "Free Share" award program as restricted ADSs on 12/14/2016, all of which were issued to the reporting person on the second anniversary of the grant date; in connection with the payment of certain withholding taxes related to such issuance, the reporting person sold 3,173 ADSs on December 14, 2018; [continued in footnote 3 below]

3. (c) 12,500 restricted shares granted under the issuer's Omnibus Incentive Compensation Plan on 12/12/2017, under which 8,333 ADSs will vest and be issued on the second anniversary of the grant date and the remaining 4,167 ADSs will vest and be issued on the third anniversary of the grant date (with vesting of these restricted shares subject to the reporting person remaining in continuous service until the applicable anniversary of the date of grant); and (d) 18,000 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 3/7/2019, of which 12,000 and 6,000 ADSs will vest and be issued to the reporting person on the 2nd anniversary and 3rd anniversary, respectively, of the grant date (with such vesting subject to the reporting person remaining in continuous service until the applicable anniversary).

4. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these securities. The reporting person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

5. Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 6/26/2015 grant date.

6. Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

7. Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

8. Options become exercisable as to 15,000 ADSs on each of the first four anniversaries after the 12/12/2017 grant date.

9. Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 3/7/2019 grant date.

Remarks:

Sr. VP, Quality and Reg. Affairs.

	/s/ Phillandas T. Thompson, as attorney-in-fact for Sandra L. Hatten	03/11/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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