UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Trinity Biotech plc
(Name of Issuer)
Class ‘A’ Ordinary Shares represented by American Depositary Shares
(Title of Class of Securities)
896438306**
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the American Depositary Shares. |
The 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).
Page 2 of 15 Pages
| 1 | Names of Reporting Persons
Stonehill Capital Management LLC | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 3 of 15 Pages
| 1 | Names of Reporting Persons
Stonehill Institutional Partners, L.P. | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,801,543 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,801,543 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,801,543 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
8.6% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares |
Page 4 of 15 Pages
| 1 | Names of Reporting Persons
Stonehill Master Fund Ltd. | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,201,029 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,201,029 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,029 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
5.7% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 5 of 15 Pages
| 1 | Names of Reporting Persons
John Motulsky | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 6 of 15 Pages
| 1 | Names of Reporting Persons
Christopher Wilson | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 7 of 15 Pages
| 1 | Names of Reporting Persons
Jonathan Sacks | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 8 of 15 Pages
| 1 | Names of Reporting Persons
Peter Sisitsky | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 9 of 15 Pages
| 1 | Names of Reporting Persons
Michael Thoyer | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 10 of 15 Pages
| 1 | Names of Reporting Persons
Michael Stern | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 11 of 15 Pages
| 1 | Names of Reporting Persons
Samir Arora | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,002,572 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,002,572 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,572 | |||||
| 10 | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented By Amount in Row (9)
14.4% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC | |||||
| (1) | Based on 20,902,003 American Depositary Shares outstanding as reported by the Issuer. Each American Depositary Share reported on this Schedule 13G represents four Class ‘A’ Ordinary Shares. |
Page 12 of 15 Pages
| ITEM 1(a). | NAME OF ISSUER: |
Trinity Biotech plc
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
IDA Business Park, Bray, Co. Wicklow, Ireland
| ITEM 2(a). | NAME OF PERSON FILING: |
This amended filing of Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):
| (i) | Stonehill Capital Management LLC (“Management”) | |
| (ii) | Stonehill Institutional Partners, L.P. (“Fund”) | |
| (iii) | Stonehill Master Fund Ltd. (“Master”) | |
| (iv) | John Motulsky (“Motulsky”) | |
| (v) | Christopher Wilson (“Wilson”) | |
| (vi) | Jonathan Sacks (“Sacks”) | |
| (vii) | Peter Sisitsky (“Sisitsky”) | |
| (viii) | Michael Thoyer (“Thoyer”) | |
| (iv) | Michael Stern (“Stern”) | |
| (x) | Samir Arora (“Arora”) |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE: |
c/o Stonehill Capital Management LLC
885 Third Avenue
30th Floor
New York, NY 10022
| ITEM 2(c). | CITIZENSHIP: |
| Management: |
Delaware limited liability company | |
| Fund: |
Delaware limited partnership | |
| Master: |
Cayman Islands exempted company | |
| Motulsky: |
US Citizen | |
| Wilson: |
US Citizen | |
| Sacks: |
US Citizen | |
| Sisitsky: |
US Citizen | |
| Thoyer: |
US Citizen | |
| Stern: |
US Citizen | |
| Arora: |
US Citizen |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Class ‘A’ Ordinary Shares, par value US$0.0109 (held through American Depositary Shares (CUSIP 896438306), each representing four Class ‘A’ Ordinary Shares).
| ITEM 2(e). | CUSIP NUMBER: |
896438306
| 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:
Not applicable.
Page 13 of 15 Pages
| ITEM 4. | OWNERSHIP: |
The information in items 1 and 5 through 11 on the cover pages (pp. 2 -11) on this Schedule 13G is hereby incorporated by reference. The amounts of securities reported as beneficially owned on this Schedule 13G are the number of American Depositary Shares that may be deemed to be beneficially owned by the Reporting Persons. Each American Depositary Share represents four of the Issuer’s Class ‘A’ Ordinary Shares.
| 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 A GROUP: |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
Not applicable.
| ITEM 10. | CERTIFICATION |
By signing below I certify that, to the best of my 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.
Page 14 of 15 Pages
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.
Dated: February 14, 2020
| STONEHILL CAPITAL MANAGEMENT LLC* | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of a Member | ||
| STONEHILL INSTITUTIONAL PARTNERS, L.P. * | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its general partner | ||
| STONEHILL MASTER FUND LTD.* | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its investment adviser | ||
| JOHN MOTULSKY* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for John Motulsky |
| CHRISTOPHER WILSON* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Christopher Wilson |
| JONATHAN SACKS* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Jonathan Sacks |
| PETER SISITSKY* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Peter Sisitsky |
| MICHAEL THOYER* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Michael Thoyer |
| MICHAEL STERN* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Michael Stern |
| SAMIR ARORA* |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Samir Arora |
| * | The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
Page 15 of 15 Pages
EXHIBIT 1
AGREEMENT OF JOINT FILING
Stonehill Capital Management LLC, Stonehill Institutional Partners, L.P., Stonehill Master Fund Ltd., John Motulsky, Christopher Wilson, Peter Sisitsky, Michael Thoyer, Jonathan Sacks, Michael Stern and Samir Arora hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: February 14, 2020
| STONEHILL CAPITAL MANAGEMENT LLC | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of a Member | ||
| STONEHILL INSTITUTIONAL PARTNERS, L.P. * | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its general partner | ||
| STONEHILL MASTER FUND LTD.* | ||
| By: |
/s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its investment adviser | ||
| JOHN MOTULSKY |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for John Motulsky |
| CHRISTOPHER WILSON |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Christopher Wilson |
| JONATHAN SACKS |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Jonathan Sacks |
| PETER SISITSKY |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Peter Sisitsky |
| MICHAEL THOYER |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Michael Thoyer |
| MICHAEL STERN |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Michael Stern |
| SAMIR ARORA |
| /s/ Paul D. Malek |
| Paul D. Malek |
| Attorney-in-Fact for Samir Arora |