SEC Form 4 · accession 0001144204-18-050150
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 | Sep 18, 2018 | J | 40,978 | $0.00 | A | 5,924,766 | I | See Footnote |
| Common stock, $0.001 par value per shareF2 | Sep 18, 2018 | J | 40,978 | $0.00 | A | 1,569,600 | D |
Table II — derivative securities
Explanation of responses
- F1The acquired securities reported on this row reflect an acquisition of indirect ownership by Canada Pension Plan Investment Board ("CPPIB"). Wholly-owned subsidiaries of CPPIB own limited partner interests in investment funds managed by third parties (such investment funds and such managers are not affiliates of CPPIB). Such investment funds made in-kind distributions to such subsidiaries of CPPIB consisting of 40,978 shares of the issuer in the aggregate. The 5,924,766 shares of the issuer beneficially owned by CPPIB reflected in this row are indirectly owned by CPPIB through wholly-owned subsidiaries of CPPIB.
- F2CPPIB directly owns 1,569,600 shares of the issuer and the acquired securities reported on this Form 4 do not include any securities directly owned by CPPIB.
Remarks
A wholly-owned subsidiary of CPPIB 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, such 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 person may be deemed to be a member 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. The 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.