Filing Details

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(RULE 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 2)*

 

Innocoll Holdings Public Limited Company

(Name of Issuer)

 

Ordinary Shares, $.01 par value per share

(Title of Class of Securities)

 

G4783X105

 

(CUSIP Number)

 

Nathalie Auber

Sofinnova Ventures, Inc.

3000 Sand Hill Road, Bldg. 4, Suite 250

Menlo Park, CA 94025

(650) 681-8420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

COPY TO:

Linda Daley, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

1200 Seaport Blvd., Redwood City, CA  94063

(650) 463-5243

 

April 3, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

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

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1	NAME OF REPORTING PERSON       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Venture Partners VIII, L.P. (“SVP VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,103,173 Ordinary Shares except that Sofinnova Management VIII, L.L.C. (“SM VIII”), the general partner of SVP VIII, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”), the managing members of SM VIII, may be deemed to have shared power to vote these Ordinary Shares.
	8	SHARED VOTING POWER See response to row 7.
	9	SOLE DISPOSITIVE POWER 2,103,173 Ordinary Shares except that SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared power to dispose of these Ordinary Shares.
	10	SHARED DISPOSITIVE POWER See response to row 9.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,103,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	7.1%
14	TYPE OF REPORTING PERSON	PN

 

 

  

1	NAME OF REPORTING PERSON       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management VIII, L.L.C. (“SM VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,103,173 Ordinary Shares, all of which are owned directly by SVP VIII.  SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared power to vote these Ordinary Shares.
	8	SHARED VOTING POWER See response to row 7.
	9	SOLE DISPOSITIVE POWER 2,103,173 Ordinary Shares, all of which are owned directly by SVP VIII.  SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared dispositive power over these Ordinary Shares.
	10	SHARED DISPOSITIVE POWER See response to row 9.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,103,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	7.1%
14	TYPE OF REPORTING PERSON	OO

 

1	NAME OF REPORTING PERSON       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Michael F. Powell (“Powell”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell, a managing member of SM VIII, may be deemed to have shared voting power to vote these Ordinary Shares.
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell, a managing member of SM VIII, may be deemed to have shared power to dispose of these Ordinary Shares.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,103,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	7.1%
14	TYPE OF REPORTING PERSON	IN

 

 

1	NAME OF REPORTING PERSON       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. James I. Healy (“Healy”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Healy, a managing member of SM VIII, may be deemed to have shared voting power to vote these Ordinary Shares.
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VIII, may be deemed to have shared power to dispose of these Ordinary Shares.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,103,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	7.1%
14	TYPE OF REPORTING PERSON	IN

 

 

1	NAME OF REPORTING PERSON       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Anand Mehra (“Mehra”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Mehra, a managing member of SM VIII, may be deemed to have shared voting power to vote these Ordinary Shares.
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,103,173 Ordinary Shares, all of which are directly owned by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Mehra, a managing member of SM VIII, may be deemed to have shared power to dispose of these Ordinary Shares.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,103,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	7.1%
14	TYPE OF REPORTING PERSON	IN

 

Amendment No. 2 to Statement on Schedule 13D

This Amendment No. 2 (“Amendment No. 2”) amends and restates the statement on Schedule 13D initially filed on August 4, 2014 and amended on February 22, 2017 (as amended, the “Original Schedule 13D”) relating to 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 (the “Predecessor Issuer”), filed by and on behalf of Sofinnova Venture Partners VIII, L.P., a Delaware limited partnership (“SVP VIII”), Sofinnova Management VIII, L.L.C., a Delaware limited liability company (“SM VIII”), Dr. Srinivas Akkaraju (“Akkaraju”), Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”). Akkaraju is no longer a managing member of SM VIII, and “Reporting Persons” for this Amendment No. 2 shall mean SVP VIII, SM VIII, Powell, Healy and Mehra, collectively. On March 16, 2016, the Predecessor Issuer merged with Innocoll Holdings plc (the “Issuer”) by way of a European cross-border merger with the Issuer being the surviving company (the “Merger”). Upon the effectiveness of the Merger, the Predecessor Issuer ADS facility was terminated and each cancelled ADS effectively became an entitlement to receive one Ordinary Share of Issuer, and accordingly this Amendment No. 2 relates to the Ordinary Shares of Issuer, $.01 par value per share.

 

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 1.

SECURITY AND ISSUER.

(a)       The class of equity securities to which this statement relates is the Ordinary Shares of Issuer.

(b)       The Issuer’s principal executive offices are located at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Ireland.

ITEM 2.

IDENTITY AND BACKGROUND.

(a)       The persons and entities filing this Schedule 13D are SVP VIII, SM VIII, Powell, Healy, and Mehra. SM VIII, the general partner of SVP VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VIII.

(b)       The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Ventures, 3000 Sand Hill Road, Bldg 4, Suite 250 Menlo Park, California 94025.

(c)       The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP VIII is to make investments in private and public companies, and the principal business of SM VIII is to serve as the general partner of SVP VIII. Powell, Healy and Mehra are the managing members of SM VIII.

(d)       During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       SVP VIII is a Delaware limited partnership. SM VIII is a Delaware limited liability company. Powell, Healy, and Mehra are U.S. citizens.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On July 30, 2013 SVP VIII purchased 1,666,666 ADSs at the initial public offering of the Predecessor Issuer at the initial public offering price of $9.00 per ADS, for an aggregate purchase price of $15,000,000. Such ADSs converted into 1,666,666 Ordinary Shares of the Issuer in the Merger. The source of the funds for the purchase was from working capital.

On April 24, 2015 SVP VIII purchased 222,222 ADSs of the Predecessor Issuer in a secondary public offering by the Predecessor Issuer at $9.00 per ADS, or $ 1,999,998 in the aggregate. Such ADSs converted into 222,222 Ordinary Shares of the Issuer in the Merger. The source of the funds for the purchase was from working capital.

On June 17, 2016 SVP VIII purchased 214,285 Ordinary Shares of the Issuer in a secondary public offering by the Issuer at the public offering price of $7.00 per share, or $1,499,995 in the aggregate. The source of funds for the purchase was from working capital.

All of the securities were acquired with working capital of SVP VIII. Certain purchases by SVP VIII were made using its working capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the proceeds from investor capital calls.

ITEM 4.

PURPOSE OF TRANSACTION.

SVP VIII holds its securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Ordinary Shares held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above or in Item 6 below, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 29,748,239 Ordinary Shares outstanding on March 13, 2017 as reported by Issuer in its Form 10-K filed on March 16, 2017.

(c)       The Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days.

(d)       Under certain circumstances set forth in the limited partnership agreement of SVP VIII, the general partner and limited partners of SVP VIII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of Ordinary Shares of the Issuer owned by such entity of which they are a partner.

(e)       Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

In connection with the purchase of ADSs of Predecessor by SVP VIII in July 2013, certain of the Reporting Persons and certain other investors entered into a voting agreement regarding the election of a representative of SVP VIII to the Supervisory Board of Issuer. Such voting agreement automatically terminates upon the election of the SVP VIII representative to the Supervisory Board of Issuer. Such voting agreement is attached as Exhibit B hereto and is more fully described in the Prospectus and such description is incorporated herein by reference. The foregoing voting agreement terminated in accordance with its terms in December 2014. SVP VIII no longer has a representative to the Supervisory Board of Issuer.

As further described in the Issuer’s Form 8-K filed on April 6, 2017 (the “Form 8-K”), on April 4, 2017, the Issuer and Gurnet Point L.P., a Delaware limited partnership acting through its general partner Waypoint International GP LLC (“Gurnet Point”), issued an announcement in accordance with Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules 2013, setting forth the terms of the recommended acquisition of the entire issued and to be issued share capital of the Issuer (the “Acquisition”) by Lough Ree Technologies Limited, an Irish private limited company and wholly-owned subsidiary of Gurnet Point (“Gurnet Bidco”), by means of a scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the “Companies Act”).

Gurnet Point and Gurnet Bidco have received irrevocable undertakings to vote or procure votes in favor of the resolutions to be proposed at the Scheme Meeting (as defined in the Form 8-K) and the EGM (as defined in the Form 8-K) (or, if the Acquisition is implemented by way of a Takeover Offer (as defined in the Form 8-K), to accept or procure acceptance of that Takeover Offer) from SVP VIII and certain other shareholders of the Issuer, in respect of their own entire beneficial holdings of Issuer shares (the “Shareholder Deeds of Irrevocable Undertaking”), representing, in the aggregate, approximately 38.7% of the issued ordinary share capital of the Issuer on April 3, 2017 (being the latest practicable date prior to the date of the Form 8-K).

The obligations of the shareholders under the Shareholder Deeds of Irrevocable Undertaking will generally terminate (i) if a third party publicly announces through a regulatory information service, prior to the date of the Scheme Meeting, a firm intention to make a general offer (which is not subject to any pre-conditions) to acquire the entire issued and to be issued share capital of the Issuer (a “Third Party Offer”) with a cash offer value of more than $2.00 (excluding the value of any contingent payments) for each Issuer share, provided that in the event of any such Third Party Offer, the party giving the irrevocable undertaking will not sell or dispose of any interest in any Issuer shares or grant any undertaking in favor of such Third Party Offer until the expiration of 48 hours from the time of the public announcement of such Third Party Offer, (ii) if the Scheme or the Takeover Offer (as applicable) lapses or is publicly withdrawn in accordance with its terms by Gurnet Bidco, or (iii) if the Acquisition is not completed by October 4, 2017.

The foregoing description of the Shareholder Deeds of Irrevocable Undertaking does not purport to be complete and is qualified in its entirety by reference to the Form 8-K and the Shareholder Deed of Irrevocable Undertaking with SVP VIII, which is attached as Exhibit 10.6 to the Form 8-K and is incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT A	Agreement of Joint Filing by and among Reporting Persons is incorporated herein by reference to Exhibit A of the Original Schedule 13D.
EXHIBIT B	Form of Supervisory Board Member Nomination Agreement among Innocoll AG, Sofinnova Venture Partners VIII, L.P. and certain existing shareholders of Innocoll AG is incorporated herein by reference to Exhibit A to Exhibit 10.7 to the Issuer’s Registration Statement on Form F-1 filed with the SEC on July 24, 2014
EXHIBIT C	Shareholder Deed of Irrevocable Undertaking, dated April 3, 2017 of Sofinnova Venture Partners VIII, L.P. is incorporated herein by reference to Exhibit 10.6 to the Issuer’s Form 8-K filed with the SEC on April 6, 2017.

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  April 10, 2017

 

	SOFINNOVA VENTURE PARTNERS VIII, L.P., a Delaware Limited Partnership
	By:	SOFINNOVA MANAGEMENT VIII, L.L.C., a
	Delaware Limited Liability Company
	Its:	General Partner

 

	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact

 

SOFINNOVA MANAGEMENT VIII, L.L.C., a Delaware Limited Liability Company

 

	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact

 

	DR. JAMES I. HEALY
	DR. MICHAEL F. POWELL
	DR. ANAND MEHRA

 

	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.