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* Capital Royalty L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/22/2017	3. Issuer Name and Ticker or Trading Symbol Valeritas Holdings Inc. [ VLRX ]
		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) 03/24/2017
			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)
Common Stock	138,850	I	By Capital Royalty Partners II L.P.(1)
Common Stock	56,046	I	By Capital Royalty Partners II (Cayman) L.P.(1)
Common Stock	154,824	I	By Capital Royalty Partners II Parallel Fund ?A? L.P.(1)
Common Stock	570,258	I	By Capital Royalty Partners II Parallel Fund ?B? (Cayman) L.P.(1)
Common Stock	265,990	I	By Parallel Investment Opportunities Partners II, L.P.(1)

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
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	273,648	(2)	I	By Capital Royalty Partners II L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	96,705	(2)	I	By Capital Royalty Partners II (Cayman) L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	306,397	(2)	I	By Capital Royalty Partners II Parallel Fund ?A? L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	1,323,001	(2)	I	By Capital Royalty Partners II Parallel Fund ?B? (Cayman) L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	500,250	(2)	I	By Parallel Investment Opportunities Partners II, L.P.(1)

1. Name and Address of Reporting Person* Capital Royalty L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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* CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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* CAPITAL ROYALTY PARTNERS II L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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* CAPITAL ROYALTY PARTNERS II - PARALLEL FUND (A) L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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* PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II, L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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* Capital Royalty Partners II Parallel Fund B (Cayman) L.P. (Last) (First) (Middle) 1000 MAIN ST. SUITE 2500 (Street) HOUSTON TX 77002 (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. (1) Capital Royalty L.P. ("Capital Royalty") serves as the investment manager for Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman) L.P., Capital Royalty Partners II Parallel Fund "A" L.P., Capital Royalty Partners II Parallel Fund "B" (Cayman) L.P. and Parallel Investment Opportunities Partners II, L.P. (collectively, the "Funds").

2. Each share of Series A Convertible Preferred Stock became convertible into one of Issuer's Common Stock for no additional consideration upon the completion of the Issuer's initial public offering.

Remarks:

This Form 3 amendment is being filed to amend each of the Form 3s filed on March 24, 2017, by Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman) L.P., Capital Royalty Partners II Parallel Fund "A" L.P., Capital Royalty Partners II - Parallel Fund (B) (Cayman) Holdings L.P. and Parallel Investment Opportunities Partners II, L.P. in order to characterize Item 4's description of the relationship of the reporting persons to the issuer as "10% Owner," to present a group filing instead of a series of individual filings and to accurately reflect the number of common shares underlying the Series A Convertible Preferred Stock acquired by each of the Funds.

	/s/ Andrei Dorenbaum, authorized signatory for Capital Royalty and each of the Funds	03/30/2017
	** Signature of Reporting Person	Date
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