0001144204-17-038449.txt : 20170726 0001144204-17-038449.hdr.sgml : 20170726 20170726190427 ACCESSION NUMBER: 0001144204-17-038449 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170724 FILED AS OF DATE: 20170726 DATE AS OF CHANGE: 20170726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brennan David R CENTRAL INDEX KEY: 0001609305 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37720 FILM NUMBER: 17984051 MAIL ADDRESS: STREET 1: C/O INSMED INCORPORATED STREET 2: 10 FINDERNE AVENUE CITY: BRIDGEWATER STATE: NJ ZIP: 08807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Innocoll Holdings plc CENTRAL INDEX KEY: 0001660484 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: UNIT 9, BLOCK D, MONKSLAND BUSINESS PARK STREET 2: MONKSLAND CITY: ATHLONE STATE: L2 ZIP: NONE BUSINESS PHONE: 353(0) 90 6486834 MAIL ADDRESS: STREET 1: UNIT 9, BLOCK D, MONKSLAND BUSINESS PARK STREET 2: MONKSLAND CITY: ATHLONE STATE: L2 ZIP: NONE 4 1 v471498_4.xml OWNERSHIP DOCUMENT X0306 4 2017-07-24 1 0001660484 Innocoll Holdings plc INNL 0001609305 Brennan David R C/O INNOCOLL HOLDINGS PLC 3803 WEST CHESTER PIKE NEWTOWN SQUARE PA 19073 1 0 0 0 Ordinary Shares, par value $0.01 per share 2017-07-24 4 D 0 237440 D 0 D Stock Option (right to buy) 8.80 2017-07-24 4 D 0 11659 D 2026-03-30 Ordinary Shares, par value $0.01 per share 11659 0 D Stock Option (right to buy) 8.80 2017-07-24 4 D 0 8230 D 2026-03-30 Ordinary Shares, par value $0.01 per share 8230 0 D Stock Option (right to buy) 8.80 2017-07-24 4 D 0 14907 D 2026-03-30 Ordinary Shares, par value $0.01 per share 14907 0 D Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned 237,440 ordinary shares of the Issuer, par value $0.01 per share ("Ordinary Shares"). Pursuant to the terms of the Transaction Agreement by and among the Issuer, Gurnet Point L.P., a Delaware limited partnership acting through its general partner Waypoint International GP LLC ("Gurnet Point"), and Lough Ree Technologies Limited, an Irish private limited company and wholly-owned subsidiary of Gurnet Point (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time") now represents the right to receive (i) $1.75 in cash and (ii) a contingent value right which represents a contractual right to receive payments up to a maximum aggregate amount of $4.90 in cash upon, and subject to, the occurrence of certain events, without interest and net of applicable tax withholdings. Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 34,796 Ordinary Shares (the "Options"). Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled without any consideration being payable in respect thereof. /s/ Asim Grabowski-Shaikh, attorney-in-fact 2017-07-26