0001144204-17-038440.txt : 20170726
0001144204-17-038440.hdr.sgml : 20170726
20170726190058
ACCESSION NUMBER: 0001144204-17-038440
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: Culverwell Anthony James
CENTRAL INDEX KEY: 0001693548
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37720
FILM NUMBER: 17984039
MAIL ADDRESS:
STREET 1: C/O INNOCOLL HOLDINGS PLC
STREET 2: 3803 WEST CHESTER PIKE
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073
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
v471491_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-07-24
1
0001660484
Innocoll Holdings plc
INNL
0001693548
Culverwell Anthony James
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
291566
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
Warrant
7.00
2017-07-24
4
D
0
57240
D
2019-06-15
Ordinary Shares, par value $0.01 per share
57240
0
D
Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned 291,566 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.
Immediately prior to the Effective Time, the Reporting Person beneficially owned a warrant to purchase up to 57,240 Ordinary Shares (the "Warrant"). Pursuant to the terms of an Irrevocable Undertaking executed by the Reporting Person in connection with the Transaction Agreement, immediately prior to the Effective Time, the Warrant was terminated without any consideration being payable in respect thereof.
/s/ Asim Grabowski-Shaikh, attorney-in-fact
2017-07-26