McCamish Mark Anthony 4

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.