Amin Naseem 4

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.