SEC Form SC 13D/A filed by Trinity Biotech plc (Amendment)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

46,294,005 (1)

Sole Dispositive Power

0

Shared Dispositive Power

46,294,005 (1)

1/2/24 4:17:57 PM ET

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SC 13D/A 1 d683070dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Trinity Biotech plc

(Name of Issuer)

Class ‘A’ Ordinary Shares

(Title of Class of Securities)

896438306

(CUSIP Number)

Park Heejoo

President and CEO

MiCo IVD Holdings, LLC

85 Orchard Road

Skillman, New Jersey 08558

512-650-6322

with a copy to

Jeongseok Jay Yu, Esq.

Daniel S. Clevenger, Esq.

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, MA 02210

617-832-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 20, 2023

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	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 disclosures provided in a prior cover page.

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).


CUSIP No. 896438306		13D		Page 1 of 11 Pages


1.		Names of Reporting Persons. MiCo IVD Holdings, LLC
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) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Includes: (i) 44,759,388 Class ‘A’ ordinary shares (“Ordinary Shares”) represented by 11,189,847 American Depository Shares (“ADS”) owned by MiCo IVD Holdings, LLC (“MiCo IVD”), a majority-owned subsidiary of Mainstream Holdings, Ltd.; and (ii) 1,534,617 Ordinary Shares represented by ADSs that would be issuable upon conversion of Issuer’s 1.50%, seven-year, unsecured junior convertible note (“Convertible Note”) with a conversion price of U.S. $3.24 per ADS that is held by MiCo IVD. This amount excludes ADSs representing an additional 23,156,741 Ordinary Shares that would otherwise be issuable under the Convertible Note but for the Conversion Limitation (as defined below in this Schedule 13D). Each ADS reported on this Schedule 13D represents four (4) Ordinary Shares.

(2)

Based on 152,830,282 Class ‘A’ Ordinary Shares of the Issuer reported to be outstanding by the Issuer as of April 15, 2023 in the Issuer’s Form 6-K filed pursuant to Rule 13a-16 or 15d-16 on September 6, 2023 and the 1,534,617 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note.


CUSIP No. 896438306		13D		Page 2 of 11 Pages


1.		Names of Reporting Persons. 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 Republic of Korea

(1)

Includes: (i) 44,759,388 Ordinary Shares represented by 11,189,847 ADSs owned by MiCo IVD and (ii) 1,534,617 Ordinary Shares represented by ADSs that would be issuable upon conversion of the Convertible Note with a conversion price of U.S. $3.24 per ADS that is held by MiCo IVD. This amount excludes ADSs representing an additional 23,156,741 Ordinary Shares that would otherwise be issuable under the Convertible Note but for the Conversion Limitation (as defined below in this Schedule 13D). Each ADS reported on this Schedule 13D represents four (4) Ordinary Shares.

(2)


CUSIP No. 896438306		13D		Page 3 of 11 Pages


1.		Names of Reporting Persons. 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) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Republic of Korea