13D Filing: Fortress Investment Group and Innocoll Holdings PLC (INNL)

CUSIP No. G4783X105	13D	Page 9 of 11 Pages

Item 1.    Security and Issuer.

This Amendment No. 1 to Schedule 13D amends the Schedule 13D originally filed on August 11, 2014 (the “Schedule 13D”) regarding the beneficial ownership of American Depositary Shares (“ADSs”), each representing 1/13.25 of an Ordinary Share, €1.00 nominal value per share of Innocoll AG, a German corporation, the predecessor of Innocoll Holdings plc, an Irish public limited company (the “Issuer”). As amended hereby, the Schedule 13D relates to the Issuer’s Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”). The principal executive offices of the Issuer are located at: Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Ireland.

Item 4.    Purpose of Transaction.

Item 4 of the Schedule 13D is amended and restated as follows:

The Reporting Persons held the securities of the Issuer for investment purposes. As result of the completion of the acquisition of the Issuer by Gurnet Point L.P. on July 24, 2017 (the “Merger”): (1) each Ordinary Share outstanding immediately before the Merger now 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; and (2) each warrant to purchase an Ordinary Share was cancelled.

Item 5.    Interest in Securities of the Issuer.

Items 5(a), (b), (c) and (e) of the Schedule 13D are amended and restated as follows:

(a)(b)(c) As result of the Merger, the Reporting Persons no longer beneficially own any of the Issuer’s Ordinary Shares.

(e) The Reporting Persons ceased to be beneficial owners of 5% of more of the Issuer’s Ordinary Shares on July 24, 2017.