Amin Naseem 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Amin Naseem Sells Shares in Acquisition
What Happened
Amin Naseem, a director of Avadel Pharmaceuticals plc (AVDL), disposed of Avadel securities in connection with Alkermes plc’s acquisition of Avadel. On February 12, 2026 (the Scheme effective time), 22,000 ordinary shares were converted into $21.00 cash per share for a reported $462,000. In addition, 71,500 shares' worth of other securities (restricted stock awards and options) were canceled or converted as part of the transaction and treated under the merger terms (values for those items are reported as N/A in the filing because they involve option cancellations and contingent payments).
Key Details
- Transaction date: 2026-02-12 (Effective time of the Scheme). Filing date: 2026-02-12. No late filing indicated in the provided data.
- Reported cash proceeds: 22,000 ordinary shares x $21.00 = $462,000. Other items show N/A because they were derivative-based conversions/cancellations.
- Additional affected securities: 49,500 + 11,000 + 11,000 = 71,500 shares' worth of restricted stock/options converted or canceled under the Transaction Agreement (treated as dispositions to the issuer).
- Footnotes:
- F1/F2 — Each outstanding ordinary share converted into $21.00 cash plus one contingent value right (CVR) potentially worth $1.50 per share if milestones are met.
- F3 — Restricted stock awards vested at the Effective Time and were treated as described above.
- F4 — Outstanding options were canceled and exchanged for (i) cash equal to (number of shares × (Cash Consideration − option exercise price)) (less withholdings) and (ii) one CVR per share subject to the option.
- Transaction code: “D” (Disposition to the issuer) — sale/conversion as part of the acquisition.
- Shares owned after transaction: Not specified in the provided filing.
Context
This was a disposition tied to a corporate transaction (scheme of arrangement / acquisition) rather than an open-market sale. Each share was converted into a fixed cash payment plus a non‑transferable CVR that may pay up to $1.50 per share if certain milestones are achieved; options and restricted awards were handled per the merger agreement. Such merger-driven conversions are routine and reflect the deal terms, not a typical insider sell/buy signal.
Insider Transaction Report
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−22,000$462,000→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−49,500→ 0 totalExercise: $15.94Exp: 2034-05-17→ Ordinary Shares (49,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $16.32Exp: 2034-07-30→ Ordinary Shares (11,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 underlying)
Footnotes (4)
- [F1]Reflects the disposition of ordinary shares of Avadel Pharmaceuticals plc ("Issuer"), nominal value $0.01 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement, dated as of October 22, 2025, as amended by Amendment No. 1 to the Transaction Agreement dated November 18, 2025, (together the "Transaction Agreement") by and between Issuer and Alkermes plc ("Parent"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Parent acquired Issuer.
- [F2]Pursuant to the Transaction Agreement, on February 12, 2026, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $21.00 in cash (the "Cash Consideration") and a non-transferable contingent value right entitling the holders to a potential additional cash payment of $1.50 per share, contingent upon achievement of certain milestones (each a "CVR").
- [F3]Includes Ordinary Shares previously subject to vesting restrictions or forfeiture back to Issuer (each, a "Restricted Stock Award"). Pursuant to the Transaction Agreement, at the Effective time, each Restricted Stock Award that was outstanding immediately prior to the Effective Time vested in full and was treated in the manner described in footnote 1.
- [F4]Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and exchanged for the right to receive (i) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product of (a) the total number of Ordinary Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Cash Consideration over the applicable exercise price per Ordinary Share under such Option and (ii) one CVR for each Ordinary Share subject to such Option immediately prior to the Effective Time (without regard to vesting).