SC 13D/A 1 sc13da2.htm SCHEDULE 13D, AMENDMENT NO. 2 sc13da2.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 2)*
 
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
(Name of Issuer)
 
Ordinary Stock, Nominal Value €0.05 each
American Depository Shares, each representing forty units of Ordinary Stock, Nominal Value €0.05 each
(Title and Class of Securities)
 
46267Q202
(CUSIP Number)
 
WL Ross & Co. LLC
1166 Avenue of the Americas
New York, New York 10036
Attention: Michael J. Gibbons
Telephone Number: (212) 826-1100
Facsimile Number: (212) 278-9645
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 12, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  .
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

 
 

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WL Ross & Co. LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO
 
 
2

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR Recovery Fund IV, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN
 
 
3

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR Recovery Fund V, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR/GS Master Co-Investment L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR IV Parallel ESC, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN
 
 
6

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR V Parallel ESC, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN

 
7

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR Recovery Associates IV LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO
 
 
8

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR Recovery Associates V LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO

 
9

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WLR Master Co-Investment GP, LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO
 
 
10

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
INVESCO WLR IV Associates LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO
 
 
11

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
INVESCO WLR V Associates LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Invesco Private Capital, Inc. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
CO
 
 
13

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Wilbur L. Ross, Jr. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
14

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
El Vedado, LLC (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
OO
 
 
15

 
CUSIP No. 46267Q202
Schedule 13D
 
 

1
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
WL Ross Group, L.P. (1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) T
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
 
-0-
8
 
SHARED VOTING POWER
 
-0-
9
 
SOLE DISPOSITIVE POWER
 
-0-
10
 
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN
 
 
16

 
CUSIP No. 46267Q202
Schedule 13D
 
 
 
This statement constitutes Amendment No. 2 (this “Amendment”) and amends the Schedule 13D filed October 27, 2011 (as amended by Amendment No. 1 thereto filed on March 10, 2014, the “Schedule”), relating to the ordinary stock, nominal value €0.05 per unit (the “Ordinary Stock”), of The Governor and Company of the Bank of Ireland, a chartered corporation registered in Ireland with registered no. C-1 (the “Company”). Other than as set forth herein, there has been no material change in the information set forth in the Schedule. Capitalized terms not defined in this Amendment shall have the respective meanings ascribed thereto in the Schedule.
 
Item 4.    Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On June 12, 2014, Fund IV, Fund V, the Co-Invest Fund, Parallel Fund IV, Parallel Fund V and Wilbur L. Ross, Jr. executed a block sale for the sale of 1,355,338,135 units, 312,899,989 units, 120,561,272 units, 5,018,519 units, 314 units and 1,000 units, respectively, of Ordinary Stock at a per unit price of €0.265, for aggregate proceeds to the Reporting Persons of €475,362,095.69.
 
These transactions satisfy the Reporting Persons’ objective for monetizing the Ordinary Stock and represent a complete exit from their investment in the Company.
 
Item 5.    Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
The information set forth in each of the inside cover pages to this Amendment relating to each such Reporting Person is incorporated by reference herein.
 
(a)–(b)  As a result of the disposition of units of Ordinary Stock described in Item 4, the Reporting Persons do not have, and the Reporting Persons may not be deemed to have, beneficial or other ownership of any units of Ordinary Stock.
 
(c)  Other than the disposition of units of Ordinary Stock described above in Item 4, to the knowledge of the Reporting Persons, no transactions in the Ordinary Stock have been effected during the past 60 days by any Reporting Person.
 
(d)  Under certain circumstances, partners, members or managed accounts of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, units of Ordinary Stock owned by such Reporting Person.
 
(e)  On June 12, 2014, the Reporting Persons ceased to be the beneficial owner of more than five percent the Company's outstanding Ordinary Stock.

 
17

 
CUSIP No. 46267Q202
Schedule 13D
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  June   , 2014
 
 
WL ROSS & CO. LLC
   
   
 
By:   
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR RECOVERY FUND IV, L.P.
   
   
 
By:
WLR Recovery Associates IV LLC,
   
its General Partner
 
By:
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR RECOVERY FUND V, L.P.
   
   
 
By:  
WLR Recovery Associates V LLC,
   
its General Partner
 
By:
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person

 
 

 
CUSIP No. 46267Q202
Schedule 13D
 
 
 
 
WLR/GS MASTER CO-INVESTMENT L.P.
   
   
 
By:  
WLR Master Co-Investment GP, LLC,
   
its General Partner
 
By:
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR IV PARALLEL ESC, L.P.
   
   
 
By:
INVESCO WLR IV Associates LLC,
   
its General Partner
 
By:
Invesco Private Capital, Inc.,
   
its Managing Member
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR V PARALLEL ESC, L.P.
   
   
 
By:
INVESCO WLR V Associates LLC,
   
its General Partner
 
By:
Invesco Private Capital, Inc.,
   
its Managing Member
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR RECOVERY ASSOCIATES IV LLC
   
   
 
By:  
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person

 
 

 
CUSIP No. 46267Q202
Schedule 13D
 
 
 
 
WLR RECOVERY ASSOCIATES V LLC
   
   
 
By:
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WLR MASTER CO-INVESTMENT GP, LLC
   
   
 
By:
WL Ross Group, L.P.,
   
its Managing Member
 
By:
El Vedado, LLC,
   
its General Partner
     
     
 
By:  
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
INVESCO WLR IV ASSOCIATES LLC
     
     
 
By:
Invesco Private Capital, Inc.,
   
its Managing Member
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
INVESCO WLR V ASSOCIATES LLC
   
   
 
By:
Invesco Private Capital, Inc.,
   
its Managing Member
     
     
 
By:  
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
INVESCO PRIVATE CAPITAL, INC.
   
   
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person

 
 

 
CUSIP No. 46267Q202
Schedule 13D
 
 
 
 
WL ROSS GROUP, L.P.
   
   
 
By:  
El Vedado, LLC,
   
its General Partner
     
     
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:   
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
EL VEDADO, LLC
   
   
 
By:
/s/ Wilbur L. Ross, Jr.
   
Name:
Wilbur L. Ross, Jr.
   
Title:
Authorized Person
       
       
 
WILBUR L. ROSS, JR.
   
   
   
/s/ Wilbur L. Ross, Jr.
   
Wilbur L. Ross, Jr.