SEC Form 3 · accession 0000899243-16-019919

IQVIA HOLDINGS INC. · IQV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1IMS Health Holdings Inc. ("IMS Health") may be deemed to have beneficial ownership of 29,881,714 shares of common stock, par value $0.01 per share of the Issuer (the "Shares") held by Dr. Dennis B. Gillings, CBE, and certain affiliates of Bain Capital Investors, LLC and TPG Global, LLC (each of the foregoing, a "Shareholder" and together, the "Shareholders") as a result of entering into Voting Agreements (the "Voting Agreements"), dated as of May 3, 2016, with each Shareholder. Pursuant to the Voting Agreements, each Shareholder agreed to support the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger, by voting all Shares over which such Shareholder has voting power in favor of the Transactions. Each Shareholder also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions.
• F2(Continued from Footnote 1) Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by IMS Health that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.
• F3On May 3, 2016, IMS Health and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which IMS Health will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger.
• F4IMS Health does not have any pecuniary interest in any of the Shares.