FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Hatten Sandra L
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
(Last)          (First)          (Middle)

BLOCK 10-1, BLANCHARDSTOWN, CORPORATE PARK, BALLYCOOLIN
3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2017
(Street)

DUBLIN, L2 15
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) 9/12/2017     P    2200   A $9.19   (2) 35200   (3) D    
ADSs   (1) 9/13/2017     P    500   A $9.346   35700   (3) D    
ADSs   (1) 9/14/2017     P    2100   A $9.359   (4) 37800   (3) D    
ADSs   (1) 9/12/2017     P    1200   A $9.15   (5) 3400   I   By Spouse   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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                      (7) 6/26/2025   ADSs   100000     100000   D    
Stock Option (right to buy)   $14.35                      (8) 12/10/2025   ADSs   50000     50000   D    
Stock Option (right to buy)   $10.40                      (9) 12/14/2026   ADSs   80000     80000   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)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.188 to $9.19, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2).
(3)  Includes (a) 20,000 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 (b) 10,000 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)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.317 to $9.39, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4).
(5)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.143 to $9.15, inclusive. The reporting person undertakes to provide to Avadel Pharmaceuticals plc, any security holder of Avadel Pharmaceuticals plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (5).
(6)  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.
(7)  Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 06/26/2015 grant date.
(8)  Options become exercisable as to 12,500 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.
(9)  Options become exercisable as to 20,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

Remarks:
Sr. VP, Quality and Reg. Affairs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hatten Sandra L
BLOCK 10-1, BLANCHARDSTOWN
CORPORATE PARK, BALLYCOOLIN
DUBLIN, L2 15


See Remarks

Signatures
/s/ Phillandas T. Thompson, as attorney-in-fact for Sandra L. Hatten 9/15/2017
** 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).
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 control number.
Avadel Pharmaceuticals (NASDAQ:AVDL)
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