Avadel Pharmaceuticals (AVDL) director fully exits in Alkermes cash-and-CVR buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Avadel Pharmaceuticals director Amin Naseem reported dispositions of all Avadel holdings in connection with the company’s acquisition by Alkermes. On February 12, 2026, 22,000 Ordinary Shares were converted into $21.00 in cash per share plus a potential $1.50 per-share contingent value right.
The filing also shows cancellation of stock options covering 49,500, 11,000 and 11,000 Ordinary Shares. Each option was exchanged for cash based on the spread over the $21.00 cash consideration and one contingent value right per underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Amin Naseem
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 49,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 22,000 | $21.00 | $462K |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (1)
- 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. 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"). 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. 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).
FAQ
What does the Amin Naseem Form 4 filing for Avadel (AVDL) report?
The Form 4 reports that director Amin Naseem disposed of all Avadel Ordinary Shares and stock options on February 12, 2026, as part of Alkermes’ acquisition of Avadel, receiving cash consideration and contingent value rights instead of continued equity ownership.
What happened to Amin Naseem’s Avadel (AVDL) stock options in this transaction?
All reported Avadel stock options held by Amin Naseem were canceled at the acquisition’s effective time. Each option was exchanged for cash equal to the in-the-money value per share and one contingent value right for each underlying Ordinary Share previously subject to the option.
Did restricted Avadel (AVDL) stock awards held by Amin Naseem vest in the deal?
Restricted Stock Awards vested in full at the effective time of the transaction. Once vested, they were treated the same as other Ordinary Shares, being converted into the cash consideration of $21.00 per share plus one contingent value right for each underlying share.
Does the Form 4 show Amin Naseem retaining any Avadel (AVDL) equity after the deal?
The Form 4 shows zero Ordinary Shares and zero derivative securities beneficially owned following the reported transactions. This indicates that, after the Alkermes acquisition closed, Amin Naseem no longer held Avadel shares or options, instead holding cash and contingent value rights.