SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Athyrium Opportunities IV Acquisition 2 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2022
3. Issuer Name and Ticker or Trading Symbol
RVL Pharmaceuticals plc [ RVLP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 8,148,832 I See footnotes(1)(2)
Ordinary Shares 6,451,612 I See footnotes(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 10/12/2021 04/14/2025 Ordinary Shares 2,000,000 $3.1 I See footnote(1)(2)
1. Name and Address of Reporting Person*
Athyrium Opportunities IV Acquisition 2 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Athyrium Opportunities IV Co-invest 2 LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates IV LP

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates IV GP LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Athyrium Funds GP Holdings LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Athyrium Opportunities Associates IV Co-Invest LLC

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ferrell Jeffrey

(Last) (First) (Middle)
505 FIFTH AVENUE, FLOOR 18

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents securities held by Athyrium Opportunities IV Acquisition 2 LP ("Acquisition 2"). Athyrium Opportunities Associates IV GP LLC ("Associates IV GP") is the general partner of Athyrium Opportunities Associates IV LP, which is the general partner of Acquisition 2. Athyrium Funds GP Holdings LLC ("Holdings") is the managing member of Associates IV GP. Jeffery Ferrell is the managing member of Holdings.
2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
3. Represents securities held by Athyrium Opportunities IV Co-Invest 2 LP ("Co-Invest"). Athyrium Opportunities Associates IV Co-Invest LLC ("Co-Invest GP") is the general partner of Co-Invest. Holdings is the managing member of Co-Invest GP. Jeffery Ferrell is the managing member of Holdings.
Remarks:
/s/ Athyrium Opportunities IV Acquisition 2 LP, by Athyrium Opportunities Associates IV LP, its General Partner, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
/s/ Athyrium Opportunities Associates IV LP, by Athyrium Opportunities Associates IV GP LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
/s/ Athyrium Opportunities Associates IV GP LLC, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
/s/ Athyrium Opportunities IV Co-Invest 2 LP, by Athyrium Opportunities IV Co-Invest LLC, its General Partner, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
/s/ Athyrium Opportunities Associates IV Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 08/12/2022
/s/ Athyrium Funds GP Holdings LLC, by Jeffrey A. Ferrell, Managing Member 08/12/2022
/s/ Jeffrey A. Ferrell 08/12/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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