SEC Form 4 · accession 0001144204-17-038440

Innocoll Holdings plc · INNL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Anthony James Culverwell

Director

Period of report

Jul 24, 2017

Accepted (ET)

Jul 26, 2017 · 7:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001660484

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares, par value $0.01 per share^F1,F2	Jul 24, 2017	D	291,566	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$8.80	Jul 24, 2017	D	11,659	D	—	Mar 30, 2026	Ordinary Shares, par value $0.01 per share	11,659	D
Stock Option (right to buy)^F3	$8.80	Jul 24, 2017	D	8,230	D	—	Mar 30, 2026	Ordinary Shares, par value $0.01 per share	8,230	D
Stock Option (right to buy)^F3	$8.80	Jul 24, 2017	D	14,907	D	—	Mar 30, 2026	Ordinary Shares, par value $0.01 per share	14,907	D
Warrant^F4	$7.00	Jul 24, 2017	D	57,240	D	—	Jun 15, 2019	Ordinary Shares, par value $0.01 per share	57,240	D

Explanation of responses

F1Immediately 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").
F2Pursuant 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.
F3Immediately 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.
F4Immediately 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.