(Amendment No. 6) *
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No.
|
05337M104
|
13G
|
Page 2 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
7,255,494 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
7,255,494 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,255,494 (1)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
(1) Comprised of an aggregate of 3,955,494 American Depositary Shares held by Deerfield Special Situations
Fund, L.P., Deerfield Private Design Fund II, L.P., and Deerfield Private Design International II, L.P., of which Deerfield Mgmt,
L.P. is the general partner, and warrants to purchase American Depositary Shares representing 3,300,000 ordinary shares held by
Breaking Stick Holdings, LLC, the manager of which is Deerfield Management Company, L.P. and of which Deerfield Private Design
Fund II, L.P. and Deerfield Private Design International II, L.P. are members. The provisions of the warrants restrict the exercise
of such warrants to the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates
and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985%
of the total number of shares of the issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent
beneficial ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 3 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special Situations
Fund. L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,066,299
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
1,066,299
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,299
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.68%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
05337M104
|
13G
|
Page 4 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,646,365 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
4,646,365 (2)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,646,365 (2)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
(2) Comprised of 1,346,365 American Depositary Shares held directly and warrants to purchase American
Depositary Shares representing 3,300,000 ordinary shares held by Breaking Stick Holdings, LLC, the manager of which is Deerfield
Management Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
are members. The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the
number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder
would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares of the issuer then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial
ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons
hereunder, in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 5 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,842,830 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
4,842,830 (3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,842,830 (3)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
(3) Comprised of 1,542,830 American Depositary Shares held directly and warrants to purchase American
Depositary Shares representing 3,300,000 ordinary shares held by Breaking Stick Holdings, LLC, the manager of which is Deerfield
Management Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
are members. The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the
number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder
would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares of the issuer then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial
ownership of the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons
hereunder, in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 6 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
7,255,494 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
7,255,494 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,255,494 (4)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
(4) Comprised of an aggregate of 3,955,494 American Depositary
Shares held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., and Deerfield Private Design International
II, L.P., of which Deerfield Management Company, L.P. is the investment advisor, and warrants to purchase American Depositary
Shares representing 3,300,000 ordinary shares held by Breaking Stick Holdings, LLC, the manager of which is Deerfield Management
Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are members.
The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares
then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute
a Section 13(d) “group” would exceed 9.985% of the total number of shares of the issuer then outstanding (the “Ownership
Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of
the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder,
in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 7 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Breaking Stick Holdings, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,300,000 (5)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
3,300,000 (5)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,000 (5)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.66%
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
(5) Comprised of warrants to purchase American Depositary Shares representing 3,300,000 ordinary shares.
The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares
then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute
a Section 13(d) “group” would exceed 9.985% of the total number of shares of the issuer then outstanding (the “Ownership
Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of
the shares underlying such warrants to the extent beneficial ownership of such shares would cause all reporting persons hereunder,
in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 8 of 13 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
7,255,494 (6)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
7,255,494 (6)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,255,494 (6)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
(6) Comprised of an aggregate of 3,955,494 American Depositary
Shares held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., and Deerfield Private Design International
II, L.P., and warrants to purchase American Depositary Shares representing 3,300,000 ordinary shares held by Breaking Stick Holdings,
LLC, the manager of which is Deerfield Management Company, L.P. and of which Deerfield Private Design Fund II, L.P. and Deerfield
Private Design International II, L.P. are members. The provisions of the warrants restrict the exercise of such warrants to the
extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person
or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total number
of shares of the issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares
reported, the reporting person disclaims beneficial ownership of the shares underlying such warrants to the extent beneficial
ownership of such shares would cause all reporting persons hereunder, in the aggregate, to exceed the Ownership Cap.
CUSIP No.
|
05337M104
|
13G
|
Page 9 of 13 Pages
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Avadel Pharmaceuticals plc
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
Block 10-1
Blanchardstown Corporate Park,
Ballycoolin
Dublin 15, Ireland
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
Deerfield Mgmt, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Management Company,
L.P., Breaking Stick Holdings, LLC, James E. Flynn
|
|
|
Item 2(b).
|
Address of Principal Business Office, or if None, Residence:
|
|
|
|
Deerfield Mgmt, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Management Company,
L.P., James E. Flynn, Breaking Stick Holdings, LLC, 780 Third Avenue, 37th Floor, New York, NY 10017
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
Deerfield Mgmt, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Management Company, L.P. - Delaware limited partnerships;
Deerfield Private Design International II, L.P - British
Virgin Islands limited partnership;
Breaking Stick Holdings, LLC – Delaware limited
liability company;
James E. Flynn – United States citizen
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
Ordinary Shares, represented by American Depositary Shares
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
05337M104
|
|
|
|
Item 3.
|
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the
Exchange Act.
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act.
|
CUSIP No.
|
05337M104
|
13G
|
Page 10 of 13 Pages
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4.
|
Ownership.
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a)
|
Amount beneficially owned**:
|
|
|
|
|
|
|
Deerfield Mgmt, L.P. – 7,255,494 shares
Deerfield Special Situations Fund, L.P. – 1,066,299
shares
Deerfield Private Design Fund II, L.P. – 4,646,365
shares
Deerfield Private Design International II, L.P. –
4,842,830 shares
Deerfield Management Company, L.P. – 7,255,494
shares
Breaking Stick Holdings, LLC – 3,300,000 shares
James E. Flynn – 7,255,494 shares
|
|
|
|
|
(b)
|
Percent of class**:
|
|
|
|
|
|
|
Deerfield Mgmt, L.P. – 9.985%
Deerfield Special Situations Fund, L.P. – 2.68%
Deerfield Private Design Fund II, L.P. – 9.985%
Deerfield Private Design International II, L.P. –
9.985%
Deerfield Management Company, L.P. – 9.985%
Breaking Stick Holdings, LLC – 7.66%
James E. Flynn – 9.985%
|
|
|
|
|
(c)
|
Number of shares as to which such person has**:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
Deerfield Mgmt, L.P. –
7,255,494
Deerfield Special Situations Fund, L.P. –
1,066,299
Deerfield Private Design Fund II, L.P. – 4,646,365
Deerfield Private Design International II, L.P.
– 4,842,830
Deerfield Management Company, L.P. – 7,255,494
Breaking Stick Holdings, LLC - 3,300,000
James E. Flynn – 7,255,494
|
CUSIP No.
|
05337M104
|
13G
|
Page 11 of 13 Pages
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
Deerfield Mgmt, L.P. – 7,255,494
Deerfield Special Situations Fund, L.P. –
1,066,299
Deerfield Private Design Fund II, L.P. – 4,646,365
Deerfield Private Design International II, L.P.
– 4,842,830
Deerfield Management Company, L.P. – 7,255,494
Breaking Stick Holdings, LLC - 3,300,000
James E. Flynn – 7,255,494
|
**See footnotes on cover pages which are incorporated by reference
herein.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☐.
|
|
|
|
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
If any other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
|
|
|
|
See Exhibit B
|
CUSIP No.
|
05337M104
|
13G
|
Page 12 of 13 Pages
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
|
N/A
|
|
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Item 10.
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Certifications.
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"By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a–11."
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CUSIP No.
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05337M104
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13G
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Page 13 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
BREAKING STICK HOLDINGS, LLC
By: Deerfield Management Company, L.P., Manager
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-in-Fact
Date: February 14, 2018
Exhibit List
Exhibit A . Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as 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.
Exhibit A
Agreement
The undersigned agree that this
Schedule 13G, and all amendments thereto, relating to the Ordinary Shares of Avadel Pharmaceuticals plc shall be filed on
behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: 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
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
BREAKING STICK HOLDINGS, LLC
By: Deerfield Management Company, L.P., Manager
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-in-Fact
Exhibit B
Due to the relationships between them,
the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.