SEC Form 4 · accession 0001209191-16-144109
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
Oct 3, 2016
Accepted (ET)
Oct 4, 2016 · 3:45 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 | Oct 3, 2016 | D | 14,579,471 | $0.00 | D | 0 | D | |
| Common StockF6,F2,F3,F4,F7 | Oct 3, 2016 | D | 4,373,491 | $0.00 | D | 0 | D | |
| Common StockF8,F2,F3,F4,F9 | Oct 3, 2016 | D | 138,733 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 3, 2016, pursuant to an Agreement and Plan of Merger entered into by and between the Issuer and Quintiles Transnational Holdings Inc., each outstanding share of common stock of the Issuer ("Share") was automatically converted into the right to receive 0.3840 of a share of common stock, par value $0.01 per share, of Quintiles IMS Holdings, Inc. (the "Conversion"). The Shares reported on this row were owned by Green Equity Investors V, L.P. ("GEI V").
- F2As of the effective time of the Conversion, GEI V, Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Iceberg Coinvest, LLC ("LGP Ice") no longer own, directly or indirectly, any Shares.
- F3GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the manager of GEI V, GEI Side V 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 Ice.
- F4GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, 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 Shares owned by LGP Ice (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 GEI V, GEI Side V or LGP Ice.
- F5Each 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.
- F6The Shares reported on this row were owned by GEI Side V and were automatically converted pursuant to the Conversion described in note 1 to this Form 4.
- F7Each 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.
- F8The Shares reported on this row were owned by LGP Ice and were automatically converted pursuant to the Conversion described in note 1 to this Form 4.
- F9Each 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.
Remarks
Mr. John G. Danhakl was a member of the board of directors of the Issuer prior to the Conversion, and he is also an indirect limited partner of LGP, which is the manager of GEI V, GEI Side V and Peridot, and an affiliate of GEIC, Holdings, and Associates V (the "LGP Entities"). Accordingly, prior to the Conversion, Mr. Danhakl may have be deemed to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may have be deemed to be directors of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.