SEC Form 4 · accession 0001144204-17-045921
IQVIA HOLDINGS INC. · IQV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, $0.001 par value per shareF1 | Aug 28, 2017 | S | 1,739,415 | $97.33 | D | 13,722,811 | D | |
| Common stock, $0.001 par value per shareF2 | Aug 28, 2017 | S | 1,739,415 | $97.33 | D | 13,729,411 | I | See Footnote |
| Common stock, $0.001 par value per shareF3 | Aug 28, 2017 | S | 1,739,415 | $97.33 | D | 1,569,600 | D |
Table II — derivative securities
Explanation of responses
- F1The securities reported on this row are directly owned by CPP Investment Board Private Holdings, Inc. ("CPPIB-PHI").
- F2The securities reported on this row are indirectly owned by Canada Pension Plan Investment Board ("CPPIB") and consist of (i) 13,722,811 shares of the issuer directly owned by CPPIB-PHI, a wholly-owned subsidiary of CPPIB, and (ii) 6,600 shares of the issuer owned by CPPIB MAP Cayman SPC, a wholly-owned subsidiary of CPPIB. CPPIB-PHI has no beneficial ownership over the 6,600 shares of common stock held indirectly by CPPIB through CPPIB MAP Cayman SPC.
- F3The disposed securities reported on this row reflect a disposition of indirect ownership by CPPIB as a result of the disposition of 1,739,415 shares of the issuer by CPPIB-PHI. CPPIB directly owns 1,569,600 shares of the issuer and the disposed securities reported on this Form 4 do not include any securities directly owned by CPPIB. CPPIB-PHI has no beneficial ownership over the issuer's securities that are directly owned by CPPIB.
Remarks
CPPIB-PHI is party to a Shareholders Agreement, dated as of May 3, 2016, by and among the issuer and certain shareholders of the issuer. Pursuant to such Shareholders Agreement, CPPIB-PHI and certain other shareholders of the issuer agreed, among other things, to vote their respective shares of the issuer's common stock in favor of certain individuals designated to the issuer's board of directors in accordance with the terms and conditions thereof. As a result of the Shareholders Agreement, the reporting persons may be deemed to be members of a group (the "Group") holding over 10% of the outstanding shares of common stock of the issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities of the issuer owned by any member of the Group, other than the securities reported in Table I of this Form 4.