SEC Form 4 · accession 0001181431-15-006914
IMS Health Holdings, Inc. · Q
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
LEONARD GREEN PARTNERS LP
Director
LGP MANAGEMENT INC
Director
GEI Capital V, LLC
Director
Green Equity Investors V, L.P.
Director
Green V Holdings, LLC
Director
LGP Iceberg Coinvest, LLC
Director
PERIDOT COINVEST MANAGER LLC
Director
LGP Associates V LLC
Director
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 2:36 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 | May 12, 2015 | S | 4,794,487 | $26.78 | D | 16,233,597 | D | |
| Common StockF7,F8,F9,F4,F5,F10 | May 12, 2015 | S | 1,438,230 | $26.78 | D | 4,869,690 | D | |
| Common StockF11,F12,F13,F4,F5,F14 | May 12, 2015 | S | 45,623 | $26.78 | D | 154,473 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock ("Shares") of IMS Health Holdings, Inc. ("Issuer") sold by Green Equity Investors V, L.P. ("GEI V") in connection with the closing of an underwritten public offering and repurchase of Shares by the Issuer (the "Offering"), consisting of 1,243,772 Shares that were repurchased by the Issuer and 3,550,715 Shares that were sold to the public.
- F10Each of GEI V, LGP Ice, GEIC, Holdings, LGP, LGPM, Peridot and Associates V 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.
- F11Represents Shares sold by LGP Ice in connection with the Offering, consisting of 11,835 Shares that were repurchased by the Issuer and 33,788 Shares that were sold to the public.
- F12Represents the sale price of Shares sold by LGP Ice in the Offering, consisting of 11,835 Shares sold at $27.0875 per share and 33,788 Shares sold at $26.675 per share.
- F13Represents Shares owned by LGP Ice (the "Ice Shares"). These Shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F14Each of GEI V, GEI Side V, GEIC, Holdings, LGP, LGPM, Peridot and Associates V 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 the sale price of Shares sold by GEI V in the Offering, consisting of 1,243,772 Shares sold at $27.0875 per share and 3,550,715 Shares sold at $26.675 per share.
- F3Represents Shares owned by GEI V (the "GEI V Shares"). These Shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
- F4GEI 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 manager of the GEI Funds and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of LGP Iceberg Coinvest, LLC ("LGP Ice").
- F5GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of the GEI Funds and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of the GEI Funds, Holdings, as a limited partner of the GEI Funds, Peridot, as the manager of Associates V, and Associates V, as the manager of LGP Ice, 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.
- F6Each of GEI Side V, LGP Ice, GEIC, Holdings, LGP, LGPM, Peridot and Associates V 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.
- F7Represents Shares sold by GEI Side V in connection with the Offering, consisting of 373,102 Shares that were repurchased by the Issuer and 1,065,128 Shares that were sold to the public.
- F8Represents the sale price of Shares sold by GEI Side V in the Offering, consisting of 373,102 Shares sold at $27.0875 per share and 1,065,128 sold at $26.675 per share.
- F9Represents Shares owned by GEI Side V (the "GEI Side V Shares"). These Shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.
Remarks
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 manager of the GEI Funds and Peridot, and an affiliate of GEIC, Holdings, and Associates V (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.