SEC Form 4 · accession 0001144204-17-038443
Innocoll Holdings plc · INNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lesley Russell
Officer — Chief Medical Officer
Period of report
Jul 24, 2017
Accepted (ET)
Jul 26, 2017 · 7:02 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 shareF1,F2,F3 | Jul 24, 2017 | D | 187,142 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $8.12 | Jul 24, 2017 | D | 185,500 | D | — | Apr 18, 2026 | Ordinary Shares, par value $0.01 per share | 185,500 | 0 | D |
Explanation of responses
- F1Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned (i) 7,142 ordinary shares of the Issuer, par value $0.01 per share ("Ordinary Shares") , and (ii) 180,000 restricted stock units ("RSUs") issued under the Issuer's 2016 Omnibus Incentive Compensation Plan (the "Plan").
- 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 (the "Consideration").
- F3Pursuant to the terms of the Transaction Agreement, each RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled and now represents the right to receive the Consideration.
- F4Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 185,500 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.