TRINITY BIOTECH PLC — Major Shareholding Notification 2018

Sep 17, 2018

SC 13G 1 d625867dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

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)

September 5, 2018

(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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IA | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,326,624 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,326,624 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,624 | |
| 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) 5.3% (1) | |
| 12 | Type of Reporting Person (See
Instructions) PN | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 Thomas Varkey | |
| --- | --- | --- |
| 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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 1,984,125 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 1,984,125 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,984,125 | |
| 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) 7.9% (1) | |
| 12 | Type of Reporting Person (See
Instructions) IN, HC | |

(1) Based on 96,162,410 Class ‘A’ Ordinary Shares outstanding as reported in the Issuer’s Form 20-F filed on April 20, 2018. 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) John Motulsky (“Motulsky”)

(iv) Christopher Wilson (“Wilson”)

(v) Thomas Varkey (“Varkey”)

(vi) Jonathan Sacks (“Sacks”)

(vii) Peter Sisitsky (“Sisitsky”)

(vii) Michael Thoyer (“Thoyer”)

(viii) Michael Stern (“Stern”)

(ix) Samir Arora (“Arora”)

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

c/o Stonehill Capital Management LLC

885 Third Avenue

30 th Floor

New York, NY 10022

ITEM 2(c). CITIZENSHIP:

Management:	Delaware limited liability company
Fund:	Delaware limited partnership
Motulsky:	US Citizen
Wilson:	US Citizen
Varkey:	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 -12) 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: September 17, 2018

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

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
THOMAS VARKEY*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Thomas Varkey
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., John Motulsky, Christopher Wilson, Thomas Varkey, 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: September 17, 2018

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

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
THOMAS VARKEY
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Thomas Varkey
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