Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Banerji Shumeet

2. Date of Event Requiring Statement (MM/DD/YYYY) 1/1/2017

3. Issuer Name and Ticker or Trading Symbol

Innocoll Holdings plc [INNL]

(Last) (First) (Middle)

C/O INNOCOLL HOLDINGS PLC, 3803 WEST CHESTER PIKE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEWTOWN SQUARE, PA 19073

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $0.01 per share	308660 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	3/30/2016	3/30/2026	Ordinary Shares	11659	$8.80	D
Stock Option (Right to Buy)	3/31/2016	3/30/2026	Ordinary Shares	8230	$8.80	D
Stock Option (Right to Buy)	12/31/2016	3/30/2026	Ordinary Shares	14907	$8.80	D

Explanation of Responses:

( 1)

Includes restricted ordinary shares issued to the Reporting Person pursuant to the Issuer's 2016 Omnibus Incentive Compensation Plan (the "Plan"), including certain awards granted pursuant to a stock option plan maintained by the Issuer's predecessor and reissued under the Plan. Restricted ordinary shares are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan and each agreement pursuant to which restricted ordinary shares were issued.

Remarks:
The Reporting Person is filing this form in connection with the Issuer's transition from reporting as a foreign private issuer to reporting as a domestic issuer, effective January 1, 2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Banerji Shumeet C/O INNOCOLL HOLDINGS PLC 3803 WEST CHESTER PIKE NEWTOWN SQUARE, PA 19073	X

Signatures
/s/ Asim Grabowski-Shaikh, as attorney-in-fact		1/3/2017
^** Signature of Reporting Person		Date

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 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.