SEC Form 4/A · accession 0001181431-15-002727
IMS Health Holdings, Inc. · Q
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 StockF1,F2,F3,F4,F5 | Apr 9, 2014 | S | 1,881,569 | $20.00 | D | 21,028,084 | D | |
| Common StockF6,F7,F3,F4,F8 | Apr 9, 2014 | S | 564,426 | $20.00 | D | 6,307,920 | D | |
| Common StockF9,F10,F3,F4,F11 | Apr 9, 2014 | S | 17,904 | $20.00 | D | 200,096 | D |
Table II — derivative securities
Explanation of responses
- F1Represents shares of common stock of the Issuer ("Shares") sold by Green Equity Investors V, L.P. ("GEI V") in connection with the closing of the Issuer's initial public offering (the "IPO") and in connection with the exercise of an over-allotment option by the underwriters in the IPO.
- F10Represents Shares owned by LGP Ice (the "Ice Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
- F11Each of GEI V, GEI Side V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F2Represents Shares owned by GEI V (the "GEI V Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
- F3GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V" and, together with GEI V, the "GEI Funds"). Green V Holdings, LLC ("Holdings") is a limited partner of the GEI Funds. Leonard Green & Partners, L.P. ("LGP") is the management company of the GEI Funds, the Manager of LGP Iceberg Coinvest, LLC ("LGP Ice"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- F4GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of the GEI Funds and the Manager of LGP Ice, LGPM, as the general partner of LGP, GEIC, as the general partner of the GEI Funds, and Holdings, as a limited partner of the GEI Funds, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares and the Ice Shares, in the case of GEI V, the GEI Side V Shares and the Ice Shares, and in the case of LGP Ice, the GEI V Shares and the GEI Side V Shares) owned by the GEI Funds or LGP Ice and, therefore, a "ten percent holder" hereunder.
- F5Each of GEI Side V, LGP Ice, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F6Represents Shares sold by GEI Side V in connection with the closing of the IPO and in connection with the exercise of an over-allotment option by the underwriters in the Issuer's IPO.
- F7Represents Shares owned by GEI Side V (the "GEI Side V Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
- F8Each of GEI V, LGP Ice, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F9Represents Shares sold by LGP Ice in connection with the closing of the IPO and in connection with the exercise of an over-allotment option by the underwriters in the Issuer's IPO.
Remarks
Note: This Form 4/A is being filed to correct a rounding error in Rows 1 and 2 of Table I in the original Form 4 filed on April 11, 2014, as a result of which the number of Shares owned by GEI V was over-reported by one Share and the number of Shares owned by GEI Side V was under-reported by one Share. Mr. John G. Danhakl is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is the management company of the GEI Funds, the Manager of LGP Ice, and an affiliate of GEIC and Holdings (the "LGP Entities"). Accordingly, Mr. Danhakl may be deemed to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.