SEC FORM 4

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^*

ANDERSON MICHAEL S

(Last)

(First)

(Middle)

C/O FLAMEL TECHNOLOGIES S.A.

33, AVENUE DU DOCTEUR GEORGES LEVY

(Street)

VENISSIEUX

69200

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
ADSs⁽¹⁾	12/31/2016		D⁽²⁾		223,250⁽³⁾	D	$0⁽⁴⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.93	12/31/2016		D⁽²⁾			275,000	⁽⁵⁾	03/08/2022	ADSs	275,000	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$4.07	12/31/2016		D⁽²⁾			80,500	⁽⁶⁾	02/01/2023	ADSs	80,500	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$16.3	12/31/2016		D⁽²⁾			200,000	⁽⁷⁾	12/11/2024	ADSs	200,000	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$14.35	12/31/2016		D⁽²⁾			200,000	⁽⁸⁾	12/10/2025	ADSs	200,000	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$10.4	12/31/2016		D⁽²⁾			200,000	⁽⁹⁾	12/14/2026	ADSs	200,000	$0⁽⁴⁾	0	D

Explanation of Responses:

1. The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are represented by American Depositary Receipts.

2. On 12/31/16, Flamel Technologies S.A. ("Flamel") merged with and into Avadel Pharmaceuticals plc ("Avadel"). As a result of the Merger, Flamel's outstanding ordinary shares were cancelled and exchanged on a 1-for-1 basis for newly issued ordinary shares of Avadel, and all outstanding American Depositary Shares (ADSs) representing Flamel ordinary shares were cancelled and exchanged on a 1-for-1 basis for ADSs representing Avadel ordinary shares. The reporting person is filing this Form 4 solely to report dispositions of Flamel securities as a result of the Merger. The reporting person will also file a Form 3 to reflect his or her new status as a director and/or executive officer of Avadel, and a new Form 4 evidencing his or her acquisition of the same number and type of securities of Avadel in the Merger. The reporting person made no market sales or purchases in connection with the dispositions reported in this Form 4 or the acquisitions to be reported in the new Form 4.

3. Includes (a) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/11/2014, all of which will be issued to the reporting person on the fourth anniversary of the grant date, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 50,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and (c) 30,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the second anniversary of the grant date.

4. Flamel Ordinary Shares and Flamel ADSs were exchanged in the Merger for an equal number of Avadel Ordinary Shares and Avadel ADSs (as applicable), respectively.

5. Options became exercisable in four equal amounts over the first four anniversaries after the 03/08/2012 grant date.

6. Options become exercisable as to 20,125 ADSs on each of the first four anniversaries after the 02/01/2013 grant date.

7. Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.

8. Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

9. Options become exercisable as to 50,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

Remarks:

The reporting person is submitting this Form 4 with respect to the disposition of securities in Flamel Technologies S.A. As described in Footnote 2 above, on December 31, 2016 Avadel Pharmaceuticals plc became the successor by merger to Flamel. In connection with such merger, the company information on the SEC's EDGAR system for CIK # 0001012477 (which number was formerly associated with Flamel) has been changed to reflect Avadel as the SEC filing company. Therefore, all Form 4s submitted via EDGAR after December 31, 2016 with respect to Flamel or Avadel will reflect Avadel's name, address, and ticker symbol.

	/s/ Phillandas T. Thompson, as attorney-in-fact for Michael S. Anderson	12/31/2016
	** Signature of Reporting Person	Date
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