SEC Form 4 · accession 0000903423-16-001294

IMS Health Holdings, Inc. · Q

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of May 3, 2016 (the "Merger Agreement"), by and among IMS Health Holdings, Inc. (the "Issuer") and Quintiles Transnational Holdings Inc. ("Quintiles"), whereby the Issuer merged with and into Quintiles with Quintiles surviving the merger (the "Merger"). At the effective time of the Merger, each share of Common Stock of the Issuer (the "Issuer Shares"), issued and outstanding immediately prior to such time (other than Issuer Shares held by the Issuer in treasury or owned by Quintiles or any of their direct or indirect subsidiaries) was cancelled and ceased to exist and was converted into the right to receive 0.3840 of validly issued, fully paid and non-assessable shares of Common Stock of Quintiles, par value $0.01 per share.
• F2David Bonderman and James G. Coulter are 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.
• F3TPG 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., (ii) TPG FOF V-A, L.P. and (iii) TPG FOF V-B, L.P. TPG 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. TPG 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. Advisors VI is the (i) general partner of TPG FOF VI SPV, L.P. 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"). The TPG Funds held the Issuer Shares reported herein.
• F4Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned 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.
• F5Pursuant 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

(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.