SEC Form 4 · accession 0001209191-17-047943
Innocoll Holdings plc · INNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FIG LLC
10% Owner
Fortress Investment Group LLC
10% Owner
Fortress Operating Entity I LP
10% Owner
FIG Corp.
10% Owner
Hybrid GP Holdings LLC
10% Owner
Cam Investment Cayman Holdings L.P.
10% Owner
Period of report
Jul 24, 2017
Accepted (ET)
Aug 7, 2017 · 5:43 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 SharesF1,F2,F3,F4,F5,F6,F7,F8 | Jul 24, 2017 | S$0 | 4,085,469 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Ordinary SharesF9,F2,F3,F4,F5,F6,F7,F8 | $7.39 | Jul 24, 2017 | E | 929,156 | D | Mar 16, 2016 | Jun 15, 2019 | Ordinary Shares | 929,156 | 0 | I |
Explanation of responses
- F1As result of the completion of the acquisition of the Issuer by Gurnet Point L.P. on July 24, 2017 (the "Merger"), each Ordinary Share represents the right to receive (i) $1.75 in cash and (ii) a contingent value right that 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.
- F2Cam Investment Cayman Holdings L.P. ("Cam Investment"), a Cayman Islands limited partnership, directly holds the securities of the Issuer.
- F3The general partner of Cam Investment is Cam Investment Cayman Holdings GP Inc. FCOF II Europe UB Securities DAC ("FCOF II DAC"), FTS SIP (Europe) DAC ("FTS SIP DAC"), FCO MA II Europe UB Securities DAC ("MA II DAC"), FCO Europe MA LSS Limited ("LSS Limited"), FGO (Yen) Investments DAC ("FGO Yen DAC") and FCO Europe MA ML DAC ("MA ML DAC") collectively hold a 100% interest in Cam Investment and its general partner Cam Investment Cayman Holdings GP Inc.
- F4FCOF II UB Securities LLC ("FCOF II UB Securities") holds a 70% interest in FCOF II DAC. Fortress Credit Opportunities Fund II (A) LP ("FCOF II A"), FCOF II UB Holdings Ltd. ("UB Holdings") and Fortress Credit Opportunities Fund II (E) LP ("FCOF II E") collectively hold a 100% interest in FCOF II UB Securities. FCOF II BCD Holdings LLC ("BCD Holdings") holds a 100% interest in UB Holdings. Fortress Credit Opportunities Fund II (B) LP ("FCOF II B"), Fortress Credit Opportunities Fund II (C) L.P. ("FCOF II C") and Fortress Credit Opportunities Fund II (D) L.P. ("FCOF II D") collectively hold a 100% interest in BCD Holdings. FCO Fund II GP LLC ("FCO II GP") is the general partner of each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E.
- F5Fortress Credit Opportunities Advisors LLC ("FCO Advisors") is the investment advisor of each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E. FTS SIP L.P. ("FTS SIP") holds a 70% interest in FTS SIP DAC. FCO MA GP LLC ("FCO MA GP") is the general partner of FTS SIP. Fortress Credit Opportunities MA Advisors LLC ("FCO MA Advisors") is the investment advisor of FTS SIP. FCO MA II UB Securities LLC ("FCO MA II UB Securities") holds a 70% interest in MA II DAC. FCO MA II LP ("FCO MA II") holds a 100% interest in FCO MA II UB Securities. FCO MA II GP LLC ("FCO MA II GP") is the general partner of FCO MA II. Fortress Credit Opportunities MA II Advisors LLC ("FCO MA II Advisors") is the investment advisor of FCO MA II. FCO MA LSS LP ("FCO MA LSS") holds a 70% interest in LSS Limited. FCO MA LSS GP LLC ("FCO MA LSS GP") is the general partner of FCO MA LSS. FCO MA LSS Advisors LLC ("FCO MA LSS Advisors") is the investment advisor of FCO MA LSS.
- F6Fortress Global Opportunities (Yen) Fund L.P. ("FGO Yen") holds a 70% interest in FGO Yen DAC. FGO (Yen) GP LLC ("FGO Yen GP") is the general partner of FGO Yen. Fortress Global Opportunities (Yen) Advisors LLC ("FGO Yen Advisors") is the investment advisor of FGO Yen. FCO MA Maple Leaf LP ("FCO MAPLE LEAF") and FCO MA MAPLE LEAF GP LLC ("FCO MAPLE LEAF GP") hold a 70% interest in MA ML DAC. FCO MAPLE LEAF GP is the general partner of FCO MAPLE LEAF.
- F7Fortress Credit Opportunities MA MAPLE LEAF Advisors LLC ("FCO MAPLE LEAF Advisors") is the investment advisor of FCO MAPLE LEAF. Hybrid GP Holdings LLC ("Hybrid GP Holdings") holds a 100% interest in each of FCO II GP, FCO MA GP, FCO MA II GP, FCO MA LSS GP, FGO Yen GP and FCO MAPLE LEAF GP. Fortress Operating Entity I LP ("FOE I") is the sole managing member of Hybrid GP Holdings. FIG LLC ("FIG") holds a 100% interest in FCO Advisors, FCO MA Advisors, FCO MA II Advisors, FCO MA LSS Advisors, FGO Yen Advisors and FCO MAPLE LEAF Advisors. FOE I is the sole managing member of FIG. FIG Corp. is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC.
- F8Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
- F9As a result of the Merger, each warrant to purchase an Ordinary Share was cancelled.