0001571049-17-000054.txt : 20170103 0001571049-17-000054.hdr.sgml : 20170103 20170103165303 ACCESSION NUMBER: 0001571049-17-000054 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170101 FILED AS OF DATE: 20170103 DATE AS OF CHANGE: 20170103 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Culverwell Anthony James CENTRAL INDEX KEY: 0001693548 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37720 FILM NUMBER: 17502436 MAIL ADDRESS: STREET 1: C/O INNOCOLL HOLDINGS PLC STREET 2: 3803 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 3 1 t1603168_x1.xml OWNERSHIP DOCUMENT X0206 3 2017-01-01 0 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 291566 D Warrant 7.00 2014-07-10 2019-06-15 Ordinary Shares 57240 D Stock Option (Right to Buy) 8.80 2016-03-30 2026-03-30 Ordinary Shares 11659 D Stock Option (Right to Buy) 8.80 2016-03-31 2026-03-30 Ordinary Shares 8230 D Stock Option (Right to Buy) 8.80 2016-12-31 2026-03-30 Ordinary Shares 14907 D Includes restricted ordinary shares issued to the Reporting Person pursuant to the Issuer's 2016 Omnibus Incentive Compensation Plan (the "Plan"), including certain awards granted pursuant to a stock option plan maintained by the Issuer's predecessor and reissued under the Plan. Restricted ordinary shares are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan and each agreement pursuant to which restricted ordinary shares were issued. The warrant exercise price may be reduced in the event that the Issuer issues or sells any of its ordinary shares at a price per share less than the exercise price in effect immediately prior to such issue or sale. The Reporting Person is filing this form in connection with the Issuer's transition from reporting as a foreign private issuer to reporting as a domestic issuer, effective January 1, 2017. /s/ Asim Grabowski-Shaikh, attorney-in-fact 2017-01-03 EX-24 2 t1603168_x1-ex24.htm EXHIBIT 24

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS EACH OF TURLOUGH O'CONNOR, JOSE CARMONA, JEFFREY BAUMEL AND ASIM GRABOWSKI-SHAIKH, SIGNING SINGLY, THE UNDERSIGNED'S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

 

(1)       execute for and on behalf of the undersigned, an officer and/or director of Innocoll Holdings plc (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)       execute for and on behalf of the undersigned, an officer and/or director of the Company, Form ID applications and related documentation in accordance with the United States Securities and Exchange Commission Electronic Date Gathering, Analysis, and Retrieval (EDGAR) Filer Management System Requirements;

 

(3)       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any of the foregoing filings and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(4)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. The Power of Attorney revokes any and all previous Powers of Attorney of the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 23rd day of December, 2016.

 

  Signed and acknowledged:  
     
  /s/ Anthony James Culverwell  
  Signature  
     
  Anthony James Culverwell  
  Printed Name