13G Filing: 683 Capital Partners and Innocoll Holdings PLC (INNL)

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of April 27, 2017.

Item 1(a).

Name of Issuer:

Innocoll Holdings Public Limited Company (“Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Unit 9, Block D

Monksland Business Park

Monksland, Athlone

Ireland

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

·	683 Capital Management, LLC,

·	683 Capital Partners, LP and

·	Ari Zweiman.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address for each of the Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

Item 2(c).

Citizenship:

683 Capital Management, LLC is a Delaware limited liability company.  683 Capital Partners, LP is a Delaware limited partnership.  Ari Zweiman is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”)

Item 2(e).

CUSIP Number:

G4783X105

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	Amount beneficially owned:

As of April 27, 2017, 683 Capital Partners, LP beneficially owned 1,600,502 Ordinary Shares.

683 Capital Management, LLC, as the Investment Advisor of 683 Capital Partners, LP, may be deemed to have beneficially owned the 1,600,502 Ordinary Shares beneficially owned by 683 Capital Partners, LP.

Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 1,600,502 Ordinary Shares beneficially owned by 683 Capital Management, LLC.

(b)	Percent of Class:

This following percentage is based on 30,095,931 Ordinary Shares outstanding as of April 1, 2017 as set forth in the Transaction Agreement, dated as of April 4, 2017, by and among the Issuer, Gurnet Point L.P. (acting through its general partner, Waypoint International GP LLC) and Lough Ree Technologies Limited. filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on April 6, 2017.

As of April 27, 2017, each of the Reporting Persons may be deemed to have beneficially owned approximately 5.3% of the outstanding shares of Ordinary Shares.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

April 27, 2017

683 CAPITAL MANAGEMENT, LLC*

By:  /s/ Ari Zweiman
             Ari Zweiman,
            Authorized Person

683 CAPITAL PARTNERS, LP*

By:  /s/ Ari Zweiman
             Ari Zweiman,
             Authorized Person

*The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Innocoll Holdings Public Limited Company dated April 27, 2017, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

683 CAPITAL MANAGEMENT, LLC*

By:  /s/ Ari Zweiman
             Ari Zweiman,
             Authorized Person

683 CAPITAL PARTNERS, LP*

By:  /s/ Ari Zweiman
             Ari Zweiman,
            Authorized Person