SEC Form 4 · accession 0001595262-16-000059
IMS Health Holdings, Inc. · Q
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clinton James Wolfe
Officer — VP, Human Resources
Period of report
Oct 3, 2016
Accepted (ET)
Oct 3, 2016 · 6:51 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 | Oct 3, 2016 | A | 5,981 | — | A | 5,981 | D | |
| Common StockF3 | Oct 3, 2016 | A | 7,463 | — | A | 13,444 | D | |
| Common StockF4 | Oct 3, 2016 | D | 13,444 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $10.00 | Oct 3, 2016 | D | 16,000 | D | Feb 26, 2012 | Mar 15, 2020 | Common Stock | 16,000 | 0 | D |
| Employee Stock Option (right to buy)F6 | $5.80 | Oct 3, 2016 | D | 6,000 | D | Feb 26, 2013 | Mar 15, 2020 | Common Stock | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $3.20 | Oct 3, 2016 | D | 8,000 | D | Feb 26, 2015 | Mar 15, 2020 | Common Stock | 8,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $10.90 | Oct 3, 2016 | D | 6,000 | D | Feb 13, 2016 | Feb 13, 2023 | Common Stock | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F10,F9 | $10.90 | Oct 3, 2016 | D | 2,400 | D | — | Feb 13, 2023 | Common Stock | 2,400 | 0 | D |
| Employee Stock Option (right to buy)F12,F9,F11 | $10.90 | Oct 3, 2016 | D | 1,600 | D | — | Feb 13, 2023 | Common Stock | 1,600 | 0 | D |
| Stock Appreciation RightF13 | $25.02 | Oct 3, 2016 | D | 3,371 | D | Feb 10, 2016 | Feb 10, 2025 | Common Stock | 3,371 | 0 | D |
| Stock Appreciation RightF15,F14 | $25.02 | Oct 3, 2016 | D | 10,113 | D | — | Feb 10, 2025 | Common Stock | 10,113 | 0 | D |
| Stock Appreciation RightF17,F16 | $23.00 | Oct 3, 2016 | D | 16,613 | D | — | Feb 2, 2026 | Common Stock | 16,613 | 0 | D |
Explanation of responses
- F1On May 3, 2016, the issuer and Quintiles Transnational Holdings, Inc. ("Quintiles") entered into an Agreement and Plan of Merger pursuant to which on October 3, 2016 the issuer merged with and into Quintiles (the "merger"), the separate existence of the issuer ceased and Quintiles will continue as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc.
- F10This option was assumed by Quintiles in the merger and replaced with an option to purchase 921 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
- F11On February 13, 2013, the reporting person was granted a performance-based option to purchase 4,000 shares of issuer common stock. This option vests in five equal annual installments beginning February 13, 2014, subject to achievement of certain performance criteria for each of the fiscal years ending December 31, 2013, 2014, 2015, 2016, and 2017. In connection with the merger, the performance criteria was achieved resulting in 1,600 options earned. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option.
- F12This option was assumed by Quintiles in the merger and replaced with an option to purchase 614 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
- F13This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 1,294 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
- F14This stock appreciation right vests in three annual installments beginning on February 10, 2017.
- F15This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 3,883 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
- F16This stock appreciation right vests in four annual installments beginning on February 2, 2017.
- F17This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,379 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.
- F2On February 10, 2015 the reporting person was granted 5,018 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2015 - December 31, 2017). In connection with the merger and based on the performance criteria achieved, 5,981 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 2,296 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2017.
- F3On February 2, 2016, the reporting person was granted 5,420 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2016 - December 31, 2018). In connection with the merger and based on the performance criteria achieved, 7,463 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 2,865 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2018.
- F4Disposed of pursuant to merger agreement in exchange for 5,162 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
- F5This option was assumed by Quintiles in the merger and replaced with an option to purchase 6,144 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.
- F6This option was assumed by Quintiles in the merger and replaced with an option to purchase 2,304 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.
- F7This option was assumed by Quintiles in the merger and replaced with an option to purchase 3,072 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.
- F8This option was assumed by Quintiles in the merger and replaced with an option to purchase 2,304 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
- F9This option vests in two annual installments beginning on February 13, 2017.