Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Trinity Biotech plc (Name of Issuer) |
Class 'A' Ordinary Shares (Title of Class of Securities) |
896438504 (CUSIP Number) |
Kim Chang-hee New Main Equity Co., Ltd. 11-B-05, 11F, 20, Gukjegeumyung-ro, Yeongdeungpo-gu Seoul, M5, 07326 82-2-761-9577 Jeongseok Jay Yu, Esq. Foley Hoag LLP, 155 Seaport Boulevard Boston, MA, 02210 617-832-1000 Daniel S. Clevenger, Esq. Foley Hoag LLP, 155 Seaport Boulevard Boston, MA, 02210 617-832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
Mainstream Holdings, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
Mainstream New Growth No. 1 Private Equity Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
New Main Equity Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
Kim Chang-hee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class 'A' Ordinary Shares | |
| (b) | Name of Issuer:
Trinity Biotech plc | |
| (c) | Address of Issuer's Principal Executive Offices:
IDA BUSINESS PARK, BRAY, CO WICKLOW,
IRELAND
, A98 H5C8. | |
Item 1 Comment:
This Schedule 13D is intended to serve as an Amendment No. 4 ("Amendment No. 4") to the joint statement on Schedule 13D (File No. 005-44122) with respect to the Class 'A' Ordinary Shares, par value U.S. $0.0109 per share (the "Ordinary Shares"), of Trinity Biotech, plc, a company organized under the laws of Ireland (the "Issuer"), filed by MiCo Co., Ltd. ("MiCo Parent") and MiCo IVD Holdings, LLC, a Delaware limited liability company ("Mico IVD") on December 7, 2022 (such joint statement, as amended by Amendment No. 2 to the Schedule 13D filed on January 2, 2024, and Amendment No. 3 to the Schedule 13D filed on December 19, 2024, the "Original Schedule 13D"), to which the New Main Equity Persons (as defined below) previously joined as reporting persons as reported in Amendment No. 2 to the Schedule 13D filed on January 2, 2024. The purpose of this Amendment No. 4 is to report the change in the New Main Equity Persons' beneficial ownership as a result of the consummation of the 2024 MiCo IVD Purchase (as defined below) by DAYLI Holdings on December 20, 2024 and the revocation of the Joint Filing Agreement by the New Main Equity Persons initially filed as an exhibit to the Original Schedule 13D on January 2, 2024. Capitalized terms used but not defined herein have the respective meanings given to them in the Original Schedule 13D and, except as otherwise provided below, the Original Schedule 13D is incorporated herein by reference.On January 2, 2024, MiCo Parent filed an Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1") to report its sale of all of its equity interests in MiCo IVD to Mainstream Holdings (as defined below). Amendment No. 1 speaks only of the beneficial ownership interests of MiCo Parent, and the disclosures provided therein shall be disregarded in their entirety for the purposes of this Amendment No. 4, except that the exhibits included in response to Item 7 of Amendment No. 1 shall be incorporated herein by reference as described in Item 7 below.This Amendment No. 4 is being filed by the New Main Equity Persons only and the disclosures provided herein shall have no effect on disclosures previously provided by any other reporting person. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Original Schedule 13D is hereby amended and restated in full as follows:This Amendment No. 4 is being filed jointly by Mainstream Holdings, Ltd., a limited company incorporated in South Korea ("Mainsream Holdings"), Mainstream New Growth No. 1 Private Equity Fund, a private equity fund incorporated in South Korea ("Mainstream New Growth"), New Main Equity Co., Ltd, a limited company incorporated in South Korea ("New Main Equity"), and Kim Chang-hee (collectively, the "New Main Equity Persons"). Mainstream New Growth owns all of the equity interests in Mainstream Holdings, and New Main Equity is the general partner of Mainstream New Growth. Mr. Chang-hee serves as the managing director of Mainstream Holdings and New Main Equity. | |
| (b) | Item 2(b) of the Original Schedule 13D is hereby amended and restated in full as follows:The address of each of the New Main Equity Persons is #11-B-05, 11F, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea. | |
| (c) | Item 2(c) of the Original Schedule 13D is hereby amended and restated in full as follows:The principal business of each of Mainstream Holdings, Mainstream New Growth, and New Main Equity is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. The principal occupation of Mr. Chang-hee is to serve as the managing director of Mainstream Holdings and New Main Equity. | |
| (d) | Item 2(d) of the Original Schedule 13D is hereby amended and restated in full as follows:During the last five years, none of the New Main Equity Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Original Schedule 13D is hereby amended and restated in full as follows:During the last five years, none of the New Main Equity 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) | Item 2(f) of the Original Schedule 13D is hereby amended and restated in full as follows:Each of the New Main Equity Persons was formed in or is a citizen of, as applicable, South Korea. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended by inserting the following new paragraph to the end:Pursuant to the Swap Amendment, MiCo Parent agreed to pay to Mainstream Holdings a settlement difference in the amount of 1,496,025,151 South Korean won and an early settlement fee of 983,606 South Korean won, resulting in the extinguishment of all rights and obligations between MiCo Parent and Mainstream Holdings pursuant to the Swap Agreement.On December 20, 2024, Mainstream Holdings and DAYLI Holdings completed the 2024 MiCo IVD Purchase, following which time the New Main Equity Persons have no equity interest in MiCo IVD and do not, directly or indirectly, have any equity interest in the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated in full as follows:The information set forth under the final paragraph of Item 4 and the cover page of this Amendment No. 4 is incorporated herein by reference into this Item 5.Following the completion of the 2024 MiCo IVD Purchase by DAYLI Holdings, the New Main Equity Persons are no longer deemed to beneficially own any Ordinary Shares. | |
| (b) | Item 5(b) of the Original Schedule 13D is hereby amended and restated in full as follows:The information set forth under the final paragraph of Item 4 and the cover page of this Amendment No. 4 is incorporated herein by reference into this Item 5.Following the completion of the 2024 MiCo IVD Purchase by DAYLI Holdings, the New Main Equity Persons are no longer deemed to beneficially own any Ordinary Shares. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended and restated in full as follows:Except as set forth in the Original Schedule 13D and this Amendment No. 4, none of the New Main Equity Persons has engaged in any transaction in Ordinary Shares during the past 60 days. | |
| (d) | Item 5(d) of the Original Schedule 13D is hereby amended and restated in full as follows:Not Applicable. | |
| (e) | Item 5(e) of the Original Schedule 13D is hereby amended and restated in full as follows:The 2024 MiCo IVD Purchase by DAYLI Holdings was executed on December 17, 2024 and closed on December 20, 2024, following which time the New Main Equity Persons ceased to beneficially own more than five percent of the Ordinary Shares of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to add the following:Exhibit No. 17Revocation of Joint Filing Agreement | ||
| SIGNATURE | |
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.
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