SEC Form 4 · accession 0001595262-16-000061
IMS Health Holdings, Inc. · Q
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jose Luis Fernandez
Officer — Senior VP, Global Services
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 3, 2016 | A | 9,569 | — | A | 45,003 | D | |
| Common StockF3 | Oct 3, 2016 | A | 11,942 | — | A | 56,945 | D | |
| Common StockF4 | Oct 3, 2016 | D | 56,945 | — | 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 | 70,000 | D | Feb 26, 2012 | Mar 15, 2020 | Common Stock | 70,000 | 0 | D |
| Employee Stock Option (right to buy)F6 | $5.80 | Oct 3, 2016 | D | 35,000 | D | Feb 26, 2013 | Mar 15, 2020 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $3.20 | Oct 3, 2016 | D | 70,000 | D | Feb 26, 2015 | Mar 15, 2020 | Common Stock | 70,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $9.80 | Oct 3, 2016 | D | 5,000 | D | May 8, 2013 | May 8, 2022 | Common Stock | 5,000 | 0 | D |
| Employee Stock Option (right to buy)F9 | $7.20 | Oct 3, 2016 | D | 15,000 | D | May 8, 2016 | May 8, 2022 | Common Stock | 15,000 | 0 | D |
| Employee Stock Option (right to buy)F10 | $7.20 | Oct 3, 2016 | D | 3,000 | D | May 8, 2017 | May 8, 2022 | Common Stock | 3,000 | 0 | D |
| Employee Stock Option (right to buy)F12,F11 | $7.20 | Oct 3, 2016 | D | 2,000 | D | May 8, 2017 | May 8, 2022 | Common Stock | 2,000 | 0 | D |
| Employee Stock Option (right to buy)F13 | $10.90 | Oct 3, 2016 | D | 30,000 | D | May 8, 2016 | May 8, 2023 | Common Stock | 30,000 | 0 | D |
| Employee Stock Option (right to buy)F15,F14 | $10.90 | Oct 3, 2016 | D | 12,000 | D | — | May 8, 2023 | Common Stock | 12,000 | 0 | D |
| Employee Stock Option (right to buy)F17,F14,F16 | $10.90 | Oct 3, 2016 | D | 8,000 | D | — | May 8, 2023 | Common Stock | 8,000 | 0 | D |
| Stock Appreciation RightF18 | $25.02 | Oct 3, 2016 | D | 5,393 | D | Feb 10, 2016 | Feb 10, 2025 | Common Stock | 5,393 | 0 | D |
| Stock Appreciation RightF20,F19 | $25.02 | Oct 3, 2016 | D | 16,181 | D | — | Feb 10, 2025 | Common Stock | 16,181 | 0 | D |
| Stock Appreciation RightF22,F21 | $23.00 | Oct 3, 2016 | D | 26,581 | D | — | Feb 2, 2026 | Common Stock | 26,581 | 0 | D |
| Phantom StockF24,F23 | — | Oct 3, 2016 | D | 21,253 | D | — | — | Common Stock | 21,253 | 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 1,152 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share.
- F11On May 8, 2012, the reporting person was granted a performance-based option to purchase 10,000 shares of common stock. This option vests in five equal annual installments beginning May 8, 2013, subject to the achievement of certain performance criteria for each of the fiscal years ending December 31, 2012, 2013, 2014, 2015, and 2016. In connection with the merger, the performance criteria was achieved resulting in the option vesting with respect to 2,000 shares of issuer common stock. 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 768 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share.
- F13This option was assumed by Quintiles in the merger and replaced with an option to purchase 11,520 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
- F14This optoins vests in two annual installments beginning on May 8, 2017.
- F15This option was assumed by Quintiles in the merger and replaced with an option to purchase 4,608 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.
- F16On May 8, 2013, the reporting person was granted a performance-based option to purchase 20,000 shares of common stock. This option vests in five equal annual installments beginning May 8, 2014, subject to the 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 8,000 options earned. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option.
- F17This 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 $28.39 per share.
- F18This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,070 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
- F19This stock appreciation right vests in three annual installments beginning on February 10, 2017.
- F2On 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.
- F20This 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.
- F21This stock appreciation right vests in four annual installments beginning on February 2, 2017.
- F22This 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.
- F23Represents notional shares held under the Defined Contribution Executive Retirement Plan payable upon the Reporting Person's termination of employement.
- F24All notional shares held under the Defined Contribution Executive Retirement Plan were assumed by Quintiles Transnational Holdings Inc. in the merger and replaced with a notional share to purchase 8,161 shares of Quintiles IMS Holdings, Inc. common stock at a price of $81.06 per share.
- F3On 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.
- F4Disposed of pursuant to merger agreement in exchange for 21,866 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 26,880 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 13,440 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 26,880 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 1,920 shares of Quintiles IMS Holdings, Inc. common stock at a price of $25.53 per share.
- F9This option was assumed by Quintiles in the merger and replaced with an option to purchase 5,760 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share.