| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 240,142(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 09/01/2025 | Ordinary Shares | 277,985 | 13 | D | |
| Stock Option (Right to Buy) | (3) | 03/30/2026 | Ordinary Shares | 149,725 | 8.8 | D | |
| Explanation of Responses: |
| 1. Includes restricted stock units. |
| 2. These options were granted on September 1, 2015 pursuant to the stock option plan maintained by the Issuer's predecessor, and reissued under the Issuer's 2016 Omnibus Incentive Compensation Plan (the "Plan"), and vest over a 3 year period, with 1/3 vesting on the first anniversary of the grant date, and the remainder vesting quarterly over the following 2 years. Unvested and vested shares underlying the option award are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan and each agreement pursuant to which the option award was issued. |
| 3. These options were granted on March 30, 2016, and vest over a 3 year period, with 1/3 vesting on the first anniversary of the grant date, and the remainder vesting quarterly over the following 2 years. Unvested and vested shares underlying the option award are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan and each agreement pursuant to which the option award was issued. |
| 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. | ||
