CUSIP No. 05337M104
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SCHEDULE 13G
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Page
3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Polar Capital LLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,027,705
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,027,705
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,705
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP
No. 05337M104
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SCHEDULE 13G
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Page 4
of 8 Pages
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Item 1.
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(a) Name of Issuer
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AVADEL PHARMACEUTICALS PLC
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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10 Earlsfort Terrace
Dublin 2, Ireland
D02 T380
Item 2.
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(a) Name of Person Filing:
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Polar
Capital Holdings Plc
Polar
Capital LLP
Item 2.
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(b,) Address of Principal Business Office:
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16 Palace Street
London,
SW1E 5JD
United Kingdom
Item 2.
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(d) Title of Class of Securities
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American
Depository Shares, each representing on Ordinary Share, nominal value $0.01 per share (the “Shares”)
05337M104
CUSIP No. 05337M104
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SCHEDULE 13G
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Page 5
of 8 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 05337M104
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SCHEDULE 13G
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Page
6 of 8 Pages
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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:
Polar
Capital Holdings Plc
(a)
Amount beneficially owned: 6,027,705
(b)
Percent of class: 5.2%*
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 6,027,705
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
6,027,705
Polar
Capital LLP
(a)
Amount beneficially owned: 6,027,705
(b)
Percent of class: 5.2%*
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 6,027,705
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
6,027,705
*
Based on 58,272,734 Shares, which
is the total number of shares outstanding as reported in the Issuer's Form 10-Q on November 9, 2020.
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
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Information for each Subsidiary is incorporated on the respective cover pages.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for thepurpose 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.
CUSIP No. 05337M104
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SCHEDULE 13G
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Page
7 of 8 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.
Dated: February 16, 2021
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POLAR
CAPITAL HOLDINGS PLC
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By:
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John
Mansell
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Name: John
Mansell
Title: Executive
Director
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POLAR
CAPITAL LLP
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By:
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Nicholas Farren
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Name: Nicholas Farren
Title: Head
of Operations
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The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.