SEC Form 4 · accession 0001209191-16-145004
IQVIA HOLDINGS INC. · IQV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin C Knightly
Officer — Pres Info & Tech Solutions
Period of report
Oct 3, 2016
Accepted (ET)
Oct 5, 2016 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001478242
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 3, 2016 | A | 26,826 | — | A | 26,826 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $26.05 | Oct 3, 2016 | A | 46,080 | A | Feb 26, 2012 | Mar 15, 2020 | Common Stock | 46,080 | 46,080 | D |
| Employee Stock Option (Right to Buy)F4 | $15.11 | Oct 3, 2016 | A | 23,040 | A | Feb 26, 2013 | Mar 15, 2020 | Common Stock | 23,040 | 23,040 | D |
| Employee Stock Option (Right to Buy)F5 | $8.34 | Oct 3, 2016 | A | 23,040 | A | Feb 26, 2015 | Mar 15, 2020 | Common Stock | 23,040 | 23,040 | D |
| Stock Appreciation RightF7,F6 | $65.16 | Oct 3, 2016 | A | 8,284 | A | — | Feb 10, 2025 | Common Stock | 8,284 | 8,284 | D |
| Stock Appreciation RightF9,F8 | $59.90 | Oct 3, 2016 | A | 10,207 | A | — | Feb 2, 2026 | Common Stock | 10,207 | 10,207 | D |
| Phantom StockF1,F11,F10 | — | Oct 3, 2016 | A | 18,566 | A | — | — | Common Stock | 18,566 | 18,566 | D |
Explanation of responses
- F1On May 3, 2016, Quintiles Transnational Holdings Inc. ("Quintiles") and IMS Health Holdings, Inc. ("IMS Health") entered into an Agreement and Plan of Merger pursuant to which, on October 3, 2016, IMS Health merged with and into Quintiles (the "Merger"), the separate existence of IMS Health ceased and Quintiles continued as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc. ("Quintiles IMS Holdings"). The exchange ratio in the Merger was 0.3840 shares of Quintiles common stock for each share of IMS Health common stock. On the effective date of the Merger, the market value of Quintiles' common stock was $81.06 per share, and the market value of IMS Health's common stock was $31.34 per share.
- F10Represents notional shares held under the Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan payable upon the reporting person's termination of employment.
- F11Received in the Merger in exchange for a notional share to purchase 48,349 shares of IMS Health common stock.
- F2Received in exchange for 69,866 shares of IMS Health common stock, restricted stock and restricted stock units in connection with the Merger.
- F3Received in the Merger in exchange for a stock option to acquire 120,000 shares of IMS Health common stock for $10.00 per share.
- F4Received in the Merger in exchange for a stock option to acquire 60,000 shares of IMS Health common stock for $5.80 per share.
- F5Received in the Merger in exchange for a stock option to acquire 60,000 shares of IMS Health common stock for $3.20 per share.
- F6This stock appreciation right vests in four annual installments, with the first installment having vested on February 10, 2016 and the remaining three installments vesting on February 10, 2017, 2018 and 2019.
- F7Received in the Merger in exchange for a stock appreciation right to acquire 21,574 shares of IMS Health common stock for $25.02 per share.
- F8This stock appreciation right vests in four annual installments beginning on February 2, 2017.
- F9Received in the Merger in exchange for a stock appreciation right to acquire 26,581 shares of IMS Health common stock for $23.00 per share.