SEC Form 4 · accession 0001595262-16-000060

IMS Health Holdings, Inc. · Q

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

Reporting owner

Kevin C Knightly

Officer — SVP, Information Offerings

Period of report

Oct 3, 2016

Accepted (ET)

Oct 3, 2016 · 6:52 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
Common Stock^F1,F2	Sep 30, 2016	A	31,908	—	A	48,355	D
Common Stock^F3	Oct 3, 2016	A	9,569	—	A	57,924	D
Common Stock^F4	Oct 3, 2016	A	11,942	—	A	69,866	D
Common Stock^F5	Oct 3, 2016	D	69,866	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F6	$10.00	Oct 3, 2016	D	120,000	D	Feb 26, 2012	Mar 15, 2020	Common Stock	120,000	D
Employee Stock Option (right to buy)^F7	$5.80	Oct 3, 2016	D	60,000	D	Feb 26, 2013	Mar 15, 2020	Common Stock	60,000	D
Employee Stock Option (right to buy)^F8	$3.20	Oct 3, 2016	D	60,000	D	Feb 26, 2015	Mar 15, 2020	Common Stock	60,000	D
Stock Appreciation Right^F9	$25.02	Oct 3, 2016	D	5,393	D	Feb 10, 2016	Feb 10, 2025	Common Stock	5,393	D
Stock Appreciation Right^F11,F10	$25.02	Oct 3, 2016	D	16,181	D	—	Feb 10, 2025	Common Stock	16,181	D
Stock Appreciation Right^F13,F12	$23.00	Oct 3, 2016	D	26,581	D	—	Feb 2, 2026	Common Stock	26,581	D
Phantom Stock^F15,F14	—	Oct 3, 2016	D	48,349	D	—	—	Common Stock	48,349	D

Explanation of responses

F1Represents a grant of restricted stock received as an award under the Company's 2014 Incentive and Stock Award Plan, for no consideration, and exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. This grant will become vested as to one-third of the underlying shares on each of the first three anniversaries of the grant date.
F10This stock appreciation right vests in three annual installments beginning on February 10, 2017.
F11This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,213 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
F12This stock appreciation right vests in four annual installments beginning on February 2, 2017.
F13This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 10,207 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.
F14Represents notional shares held under the Defined Contribution Executive Retirement Plan payable upon the Reporting Person's termination of employement.
F15All notional shares held under the Defined Contribution Executive Retirement Plan were assumed by Quintiles in the merger and replaced with a notional share to purchase 18,566 shares of Quintiles IMS Holdings, Inc. common stock having a market value of $81.06 per share at the effective time of the merger.
F2On 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. The restricted stock was assumed by Quintiles in the merger and replaced with restricted stock of 12,252 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
F3On February 10, 2015, the reporting person was granted 8,028 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, 9,569 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 3,674 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.
F4On February 2, 2016, the reporting person was granted 8,673 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, 11,942 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 4,585 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.
F5Disposed of pursuant to merger agreement in exchange for 26,826 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
F6This option was assumed by Quintiles in the merger and replaced with an option to purchase 46,080 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.
F7This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.
F8This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.
F9This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,071 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.