SEC Form 4 · accession 0000903423-15-000512
IMS Health Holdings, Inc. · Q
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 11, 2015
Accepted (ET)
Aug 12, 2015 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001595262
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6,F7 | Aug 11, 2015 | S | 12,563,176 | $31.17 | D | 110,731,840 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Advisors VI, Inc. ("Advisors VI" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG GenPar V Advisors, LLC, (ii) TPG GenPar VI Advisors, LLC and (iii) TPG Biotechnology GenPar III Advisors, LLC.
- F2TPG GenPar V Advisors, LLC is the general partner of TPG GenPar V, L.P., which is the general partner of each of (i) TPG Partners V, L.P., which directly holds 46,237,965 shares of Common Stock (each, a "Share"), of IMS Health Holdings, Inc. (the "Issuer"), (ii) TPG FOF V-A, L.P., which directly holds 120,959 Shares, and (iii) TPG FOF V-B, L.P., which directly holds 97,538 Shares.
- F3TPG GenPar VI Advisors, LLC is the general partner of TPG GenPar VI, L.P., which is the general partner of TPG Partners VI, L.P., which directly holds 46,273,539 Shares.
- F4TPG Biotechnology GenPar III Advisors, LLC is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P., which directly holds 1,909,170 Shares.
- F5Advisors VI is the (i) general partner of TPG FOF VI SPV, L.P., which directly holds 182,921 Shares, and (ii) managing member of TPG Iceberg Co-Invest LLC (together with TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., TPG Partners VI, L.P., TPG Biotechnology Partners III, L.P. and TPG FOF VI SPV, L.P., the "TPG Funds"), which directly holds 15,909,748 Shares.
- F6Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
- F7Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.