McCamish Mark Anthony 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Mark McCamish Sells Shares in Acquisition
What Happened
Mark Anthony McCamish, a director of Avadel Pharmaceuticals plc (AVDL), disposed of Avadel ordinary shares and related derivative interests on February 12, 2026 in connection with Alkermes plc’s acquisition of Avadel. The filing shows the sale (conversion) of 22,000 shares for $21.00 each ($462,000) and 67,025 shares for $21.00 each ($1,407,525), for total disclosed cash proceeds of $1,869,525. In addition, multiple items that were derivative in nature (options and previously restricted stock awards) were treated pursuant to the transaction agreement and converted into cash and non-transferable contingent value rights (CVRs); the filing reports these as dispositions to the issuer (derivative transactions) with amounts for those exchanges not separately listed.
Key Details
- Transaction date / filing date: February 12, 2026 (Effective Time of the scheme and same-day Form 4 filing).
- Price / cash received (reported): 22,000 shares @ $21.00 = $462,000; 67,025 shares @ $21.00 = $1,407,525; total shown = $1,869,525.
- Derivative items: Options and Restricted Stock Awards were canceled/exchanged per the Transaction Agreement for cash (calculated as (Cash Consideration minus option exercise price) × shares) and one CVR per share; specific cash amounts for those exchanges are not listed in the Form 4.
- CVR: Each outstanding ordinary share converted into $21.00 cash plus a non-transferable CVR potentially worth up to $1.50 per share (payable upon certain milestone achievements).
- Ownership after transaction: The Transaction Agreement converted all outstanding ordinary shares into cash/CVRs at the Effective Time; the filing indicates the reporting person’s shares and options were treated in this manner (ordinary shares were effectively cashed out).
- Related-party note: Some shares were held in the McCamish Charitable Remainder Trust; the reporting person disclaims beneficial ownership except for pecuniary interest (per footnote).
- Timeliness: Filing shows the same effective date and filing date (Feb 12, 2026), indicating a timely report.
Context
This was a disposition tied to a corporate transaction (scheme of arrangement) rather than an open-market sale. Ordinary shares were automatically converted into merger consideration (cash + CVR). Options and restricted awards were cancelled and converted as provided in the Transaction Agreement (not a typical exercise-and-sell transaction). Such merger-related conversions are procedural outcomes of the acquisition and do not, by themselves, indicate the insider’s independent buy/sell decision.
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
Ordinary Shares
[F1][F2][F4]2026-02-12$21.00/sh−67,025$1,407,525→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−60,000→ 0 totalExercise: $5.92Exp: 2029-12-05→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−42,000→ 0 totalExercise: $8.48Exp: 2030-08-07→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−50,000→ 0 totalExercise: $5.30Exp: 2030-09-13→ Ordinary Shares (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−42,000→ 0 totalExercise: $8.07Exp: 2031-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−42,000→ 0 totalExercise: $4.79Exp: 2032-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−33,000→ 0 totalExercise: $14.10Exp: 2033-08-01→ Ordinary Shares (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]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)
[F5]2026-02-12−11,000→ 0 totalExercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 underlying)
Footnotes (5)
- [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]Shares held by McCamish Charitable Remainder Trust, of which the Reporting Person and his spouse are income beneficiaries. The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.
- [F5]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).