SEC Form 4 · accession 0001595262-16-000063
IMS Health Holdings, Inc. · Q
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald E Bruehlman
Officer — See Remarks
Period of report
Oct 3, 2016
Accepted (ET)
Oct 3, 2016 · 6:54 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 | 20,935 | — | A | 112,655 | D | |
| Common StockF3 | Oct 3, 2016 | A | 35,828 | — | A | 148,483 | D | |
| Common StockF4 | Oct 3, 2016 | D | 148,483 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employees Stock Option (right to buy)F5 | $11.20 | Oct 3, 2016 | D | 60,000 | D | Jul 16, 2012 | Jul 16, 2021 | Common Stock | 60,000 | 0 | D |
| Employees Stock Option (right to buy)F6 | $7.00 | Oct 3, 2016 | D | 60,000 | D | Jul 16, 2013 | Jul 16, 2021 | Common Stock | 60,000 | 0 | D |
| Employees Stock Option (right to buy)F7 | $4.40 | Oct 3, 2016 | D | 230,000 | D | Jul 16, 2016 | Jul 16, 2021 | Common Stock | 230,000 | 0 | D |
| Stock Appreciation RightF8 | $25.02 | Oct 3, 2016 | D | 11,798 | D | Feb 10, 2016 | Feb 10, 2025 | Common Stock | 11,798 | 0 | D |
| Stock Appreciation RightF10,F9 | $25.02 | Oct 3, 2016 | D | 35,397 | D | — | Feb 10, 2025 | Common Stock | 35,397 | 0 | D |
| Stock Appreciation RightF12,F11 | $23.00 | Oct 3, 2016 | D | 79,745 | D | — | Feb 2, 2026 | Common Stock | 79,745 | 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 stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 13,592 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
- F11This stock appreciation right vests in four annual installments beginning on February 2, 2017.
- F12This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 30,622 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 17,563 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, 20,935 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 8,039 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 26,019 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, 35,828 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 13,757 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 57,017 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 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $29.17 per share.
- F6This 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 $18.23 per share.
- F7This option was assumed by Quintiles in the merger and replaced with an option to purchase 88,320 shares of Quintiles IMS Holdings, Inc. common stock at a price of $11.46 per share.
- F8This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 4,530 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
- F9This stock appreciation right vests in three annual installments beginning on February 10, 2017.
Remarks
Senior VP & Chief Financial Officer