Sec Form 4 Filing - Russell Lesley @ Innocoll Holdings plc - 2017-07-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Russell Lesley 2. Issuer Name and Ticker or Trading Symbol Innocoll Holdings plc [ INNL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O INNOCOLL HOLDINGS PLC, 3803 WEST CHESTER PIKE 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2017 (Street) NEWTOWN SQUARE, PA19073 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares, par value $0.01 per share 07/24/2017 D 187,142 ( 1 ) D 0 ( 2 ) ( 3 ) D

185,500 ( 4 ) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 8.12 07/24/2017 D 185,500 ( 4 ) ( 4 ) 04/18/2026 Ordinary Shares, par value $0.01 per share ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Russell Lesley C/O INNOCOLL HOLDINGS PLC 3803 WEST CHESTER PIKE NEWTOWN SQUARE, PA19073 Chief Medical Officer Signatures /s/ Asim Grabowski-Shaikh, attorney-in-fact 07/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned (i) 7,142 ordinary shares of the Issuer, par value $0.01 per share ("Ordinary Shares") , and (ii) 180,000 restricted stock units ("RSUs") issued under the Issuer's 2016 Omnibus Incentive Compensation Plan (the "Plan"). ( 2 )Pursuant to the terms of the Transaction Agreement by and among the Issuer, Gurnet Point L.P., a Delaware limited partnership acting through its general partner Waypoint International GP LLC ("Gurnet Point"), and Lough Ree Technologies Limited, an Irish private limited company and wholly-owned subsidiary of Gurnet Point (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time") now represents the right to receive (i) $1.75 in cash and (ii) a contingent value right which 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, without interest and net of applicable tax withholdings (the "Consideration"). ( 3 )Pursuant to the terms of the Transaction Agreement, each RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled and now represents the right to receive the Consideration. ( 4 )Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 185,500 Ordinary Shares (the "Options"). Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled without any consideration being payable in respect thereof.

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 4(b)(v).

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