13D Filing: Lough Ree Technologies Ltd and Innocoll Holdings Plc

1	NAME OF REPORTING PERSONS OR
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Lough Ree Technologies Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,952,403*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,952,403*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
	13,952,403*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.36%†
14	TYPE OF REPORTING PERSON
	OO

* Beneficial ownership of the Issuer Ordinary Shares (as defined below) referred to herein is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Irrevocables (as defined below) described in Item 4 hereof.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Issuer Ordinary Shares referred to herein except for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and such beneficial ownership is expressly disclaimed.  The Reporting Person does not have any pecuniary interest in any of such Issuer Ordinary Shares.

† This percentage is calculated using a fraction, the numerator if which is the number of Issuer Ordinary Shares that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 30,095,931 (the number of Issuer Ordinary Shares issued and 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).