Rodriguez Susan 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) COO Susan Rodriguez Exchanges 300,000 Options
What Happened
Susan Rodriguez, Chief Operating Officer of Avadel Pharmaceuticals plc, had 300,000 outstanding options disposed to the issuer on February 12, 2026 as part of Avadel’s acquisition by Alkermes plc. Each canceled option was exchanged for (i) a cash payment equal to the number of underlying shares multiplied by the excess of $21.00 over the option exercise price (less applicable withholding) and (ii) a non-transferable contingent value right (CVR) worth up to $1.50 per share subject to certain milestone achievement. The filing lists this as a derivative disposition (options canceled), not an open‑market sale.
Key Details
- Transaction date: February 12, 2026 (effective time of the Scheme).
- Report filed: February 12, 2026 (same day filing).
- Instrument/quantity: 300,000 options (derivative) canceled/exchanged.
- Cash consideration formula: (number of shares) × ($21.00 − option exercise price) (net of taxes/withholdings); exact cash received depends on each option’s exercise price and is not disclosed in the Form 4.
- Additional consideration: non-transferable CVR potentially worth $1.50 per share subject to milestones.
- Shares owned after transaction: not specified in the Form 4.
- Relevant agreements: transaction pursuant to the Transaction Agreement (Oct 22, 2025; amended Nov 18, 2025) and a court-approved scheme of arrangement under Irish law by which Alkermes acquired Avadel.
Context
This was a corporate‑transaction driven disposition: outstanding options were canceled and converted into cash and contingent rights at the closing of the acquisition rather than sold in the open market. Such filings commonly reflect deal consideration mechanics and do not necessarily indicate an insider’s personal trading decision. The Form 4 was filed the same day as the effective time, so there is no late‑filing indication.
Insider Transaction Report
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]2026-02-12−300,000→ 0 totalExercise: $9.59Exp: 2035-05-13→ Ordinary Shares (300,000 underlying)
Footnotes (2)
- [F1]Reflects the disposition of outstanding options to purchase 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](continued) Pursuant to the Transaction Agreement, on February 12, 2026, the effective time of the Scheme (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, multiplied by (b) the excess of the $21.00 over the applicable exercise price per Ordinary Share under such Option immediately prior to the Effective Time and (ii) a non-transferable contingent value right entitling the holders to a potential additional cash payment of $1.50 per share subject to such Option immediately prior to the Effective Time (without regard to vesting), contingent upon achievement of certain milestones.