| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 04/30/2018 |
3. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC [ AVDL ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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) |
| American Depositary Shares(1) | 1,066,299 | I | Through Deerfield Special Situations Fund, L.P.(2)(3) |
| American Depositary Shares(1) | 987,677 | I | Through Deerfield Private Design Fund II, L.P.(2)(3) |
| American Depositary Shares(1) | 1,131,802 | I | Through Deerfield Private Design International II, L.P.(2)(3) |
| American Depositary Shares(1) | 602,762 | I | Through Breaking Stick Holdings, LLC(2)(3) |
|
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 | ||||
| 4.50% Exchangeable Notes due 2023 | (4) | 02/01/2023 | American Depositary Shares(1) | 1,390,434 | (4) | I | Through Deerfield Special Situations Fund, L.P.(2)(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Each American Depositary Share ("ADS") represents one Ordinary Share of the Issuer. |
| 2. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds and is the manager of Breaking Stick Holdings, LLC. Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members of Breaking Stick Holdings, LLC. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. |
| 3. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| 4. Subject to satisfaction of certain conditions and during certain periods, the 4.50 % Exchangeable Notes due 2023 (the "Notes") are exchangeable at an initial exchange rate of 92.6956 ADSs per $1,000 principal amount of the 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 ordinary share. The exchange rate is subject to adjustment as provided in the Notes. Upon exchange, the Notes may be settled in cash, ADSs, or a combination of cash and ADSs, at the Issuer's election. |
| Remarks: |
| Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn. |
| /s/ Jonathan Isler, Attorney-in-Fact | 05/04/2018 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Joint Filer Information
| Names: |
Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Special Situations Fund, L.P. and Breaking Stick Holdings, LLC |
| Address: |
780 Third Avenue, 37th Floor New York, NY 10017 |
| Designated Filer: | James E. Flynn |
| Issuer and Ticker Symbol: | Avadel Pharmaceuticals PLC. [AVDL] |
| Date of Event Requiring Statement: | April 30, 2018 |
The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Special Situations Fund, L.P. and Breaking Stick Holdings, LLC are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Avadel Pharmaceuticals PLC.
Signatures:
|
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
|
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
|
|
DEERFIELD PRIVATE DESIGN FUND II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
|
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact |
BREAKING STICK HOLDINGS, LLC
By: Deerfield Management Company, L.P., Manager
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact |