Kotler Kevin Form 4 AVADEL PHARMACEUTICALS / KEVIN KOTLER 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^*

KOTLER KEVIN

(Last) (First) (Middle)

C/O BROADFIN CAPITAL, LLC

300 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK NY 10022

(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)
08/07/2019

4. 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 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)								3,130,573(2)(3)	I	See Footnote 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	08/07/2019		A		60,000		(4)	08/07/2029	ADSs(1)	60,000	$0.00	60,000	D

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 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. Includes 27,900 restricted ADSs granted under the issuer's Omnibus Incentive Compensation Plan on 01/31/2019 to Kevin Kotler in his capacity as a director of the issuer; one-third (1/3) of the ADSs will vest on each of the first three anniversaries of the grant date. All interest in the ADSs is assigned from Kevin Kotler to Broadfin Healthcare Master Fund, Ltd.

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

	KEVIN KOTLER, /s/ Kevin Kotler	08/09/2019
	BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member	08/09/2019
	BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Kevin Kotler, Director	08/09/2019
	** Signature of Reporting Person	Date
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