UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~For TOthe ~~RULE~~month of ~~13a-16~~December, ~~OR 15d-16~~2015

~~UNDER~~Commission ~~THE SECURITIES EXCHANGE ACT OF~~File ~~1934~~No. 001-36565

For the month of November, 2015

Commission File Number: 001-36565

INNOCOLL AG

(~~Exact Name~~ Translation of ~~Registrant~~registrant’s asname ~~Specified~~into ~~in Its Charter~~English)

Innocoll AGHoldings plc Unit 9, Block D Monksland Business Park Monksland, Athlone, Co. Roscommon, Ireland

~~Unit~~(Address 9,of ~~Block~~principal Dexecutive office)

Monksland Business Park

Monksland, Athlone

Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

~~INCORPORATION~~Entry BYinto ~~REFERENCE~~a Material Definitive Agreement.

~~This~~On ~~Report~~December of20, ~~Foreign~~2015, ~~Private Issuer on Form 6-K shall be incorporated~~Innocoll byAG ~~reference~~(“Innocoll”) ~~into~~adopted the ~~Company's~~common ~~registration~~draft ~~statement~~terms onof ~~Form~~a Fcross-3broker merger (~~File~~the ~~No.~~“Merger ~~333-207184~~Proposal”), ~~filed~~ with Innocoll ~~the~~Holdings ~~Securities~~plc, ~~and~~an ~~Exchange Commission~~Irish ~~(the~~public limited company (“~~SEC~~Innocoll Ireland”). onUnder ~~September~~the ~~29,~~Merger ~~2015~~Proposal, asand subject ~~amended~~to onthe ~~October~~conditions 8,set ~~2015,~~forth toin the ~~extent~~Merger ~~not~~Proposal, ~~superseded~~Innocoll byand ~~information subsequently~~Innocoll ~~filed~~Ireland orintend ~~furnished (~~to ~~the~~effect ~~extent~~a cross-border merger with Innocoll being the ~~Company~~disappearing ~~expressly~~entity ~~states~~and ~~that~~Innocoll itIreland ~~incorporates~~being ~~such~~the ~~furnished~~surviving ~~information~~entity in a merger by acquisition ~~reference~~(the “Merger”). byThe ~~the~~Merger ~~Company~~will ~~under~~result ~~the~~in ~~Securities~~Innocoll ~~Act~~Ireland ofbecoming ~~1933,~~the aspublicly-traded ~~amended,~~parent orcompany and change the ~~Securities~~jurisdiction ~~Exchange~~of ~~Act~~organization of ~~1934,~~Innocoll asfrom ~~amended~~Germany to Ireland.

~~Other~~On ~~Events~~the effective date of the Merger, each holder of Innocoll ordinary shares (other than holders of ADSs) will receive 13.25 Innocoll Ireland ordinary shares for each Innocoll ordinary share held prior to the Merger. Conditioned upon the Merger becoming effective, Innocoll has resolved to terminate the Innocoll American Depositary Share (“ADS”) facility which will result in each outstanding ADS, which currently represents 1/13.25 of an ordinary share of Innocoll, becoming one Innocoll Ireland ordinary share in connection with the Merger.

OnWe ~~November~~expect ~~11,~~the ~~2015,~~ Innocoll AGIreland (ordinary shares to be listed on the ~~"Company"~~NASDAQ Global Market (“NASDAQ”) ~~issued~~ aunder ~~press~~the ~~release~~symbol ~~announcing~~“INNL”, ~~its~~the ~~financial~~same symbol under which Innocoll ADSs are currently listed and ~~operating~~traded. ~~results~~Upon ~~for~~completion of the ~~third~~Merger, ~~quarter~~Innocoll ~~ended~~Ireland ~~September~~will ~~30,~~continue ~~2015~~to be subject to U.S. Securities and anExchange ~~update~~Commission reporting requirements applicable to foreign private issuers, the mandates of the Sarbanes-Oxley onAct and the ~~Company's~~Dodd-Frank ~~lead~~Wall ~~products~~Street Reform and ~~clinical~~Consumer ~~programs.~~Protection AAct ~~copy~~and the applicable corporate governance rules of ~~the~~NASDAQ ~~press~~as well ~~release~~as applicable rules and reporting requirements under Irish law. The Merger is ~~included~~subject ~~herewith~~to asInnocoll ~~Exhibit~~shareholder 99approval of the Merger Proposal and certain other conditions.1.

~~Attached~~The ~~hereto~~foregoing asdescription ~~Exhibit~~of ~~99.2 are~~ the ~~Company's~~Merger ~~financial~~and ~~statements~~related ~~for~~transactions ~~the~~does ~~three~~not purport to be complete and ~~nine~~is ~~months~~qualified ~~ended~~in ~~September~~its ~~30,~~entirety ~~2015~~by reference to the Merger Proposal filed as Exhibit 2.1 and incorporated herein by reference.

~~Exhibits~~Additional Information

No.		Description
99.1		Press Release dated November 11, 2015
99.2		Financial Statements for the three and nine months ended September 30, 2015

In connection with the proposed change in domicile and related Merger, Innocoll Holdings plc has filed with the SEC a registration statement on Form F-4 that includes a preliminary prospectus regarding the Merger, and each of Innocoll AG and Innocoll Holdings plc may be filing with the SEC other documents that contain other relevant materials in connection with the proposed change in domicile of Innocoll AG. Relevant materials will be mailed to the shareholders of Innocoll AG once Innocoll Holdings plc’s registration statement has been declared effective by the SEC. INVESTORS ARE ADVISED TO READ THE PROSPECTUS CAREFULLY AND ANY OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INNOCOLL AG AND ITS PROPOSED CHANGE IN DOMICILE. You may obtain a free copy of the preliminary prospectus and other relevant documents filed with the SEC from the SEC’s web site at www.sec.gov. You will also be able to obtain, without charge, a copy of the preliminary prospectus and other relevant documents by directing a request to Innocoll Holdings plc, Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Ireland, telephone +353 (0) 90 6486834.

EXHIBITS

Exhibit Number		Description

2.1		Merger Proposal, dated December 20, 2014, between Innocoll AG and Innocoll Holdings plc

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNOCOLL AG By: /s/ ~~Jose~~Pepe Carmona Name: ~~Jose~~Pepe Carmona Title: Chief Financial Officer

Date: ~~November~~December 1221, 2015

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