SEC FORM 3

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^*

Culverwell Anthony James

(Last)

(First)

(Middle)

C/O INNOCOLL HOLDINGS PLC

3803 WEST CHESTER PIKE

(Street)

NEWTOWN SQUARE

19073

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017

3. Issuer Name and Ticker or Trading Symbol
Innocoll Holdings plc [ INNL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Ordinary Shares, par value $0.01 per share	291,566⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant	07/10/2014	06/15/2019	Ordinary Shares	57,240	$7⁽²⁾	D
Stock Option (Right to Buy)	03/30/2016	03/30/2026	Ordinary Shares	11,659	$8.8	D
Stock Option (Right to Buy)	03/31/2016	03/30/2026	Ordinary Shares	8,230	$8.8	D
Stock Option (Right to Buy)	12/31/2016	03/30/2026	Ordinary Shares	14,907	$8.8	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

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	01/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.