SEC Form 4 · accession 0001595262-16-000066

IMS Health Holdings, Inc. · Q

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

Reporting owner

Ari Bousbib

Officer — See Remarks · Director

Period of report

Oct 3, 2016

Accepted (ET)

Oct 3, 2016 · 6:56 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 Stock^F1,F2	Oct 3, 2016	A	95,704	—	A	1,767,850	D
Common Stock^F3	Oct 3, 2016	A	149,283	—	A	1,917,133	D
Common Stock^F4	Oct 3, 2016	D	1,917,133	—	D	0	D
Common Stock^F5,F6	Oct 3, 2016	D	1,414,850	—	D	0	I	By Trust

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)^F7	$10.80	Oct 3, 2016	D	500,000	D	Sep 1, 2013	Dec 1, 2020	Common Stock	500,000	D
Employee Stock Option (right to buy)^F8	$8.20	Oct 3, 2016	D	500,000	D	Sep 1, 2015	Dec 1, 2020	Common Stock	500,000	D
Employee Stock Option (right to buy)^F9	$10.00	Oct 3, 2016	D	1,200,000	D	Sep 1, 2012	Dec 1, 2020	Common Stock	1,200,000	D
Employee Stock Option (right to buy)^F10	$5.80	Oct 3, 2016	D	600,000	D	Sep 1, 2013	Dec 1, 2020	Common Stock	600,000	D
Employee Stock Option (right to buy)^F11	$3.20	Oct 3, 2016	D	1,200,000	D	Sep 1, 2015	Dec 1, 2020	Common Stock	1,200,000	D
Stock Appreciation Right^F12	$25.02	Oct 3, 2016	D	53,937	D	Feb 10, 2016	Feb 10, 2025	Common Stock	53,937	D
Stock Appreciation Right^F14,F13	$25.02	Oct 3, 2016	D	161,812	D	—	Feb 10, 2025	Common Stock	161,812	D
Stock Appreciation Right^F16,F15	$23.00	Oct 3, 2016	D	332,272	D	—	Feb 2, 2026	Common Stock	332,272	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 230,400 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.
F11This option was assumed by Quintiles in the merger and replaced with an option to purchase 460,800 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.
F12This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 20,711 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
F13This stock appreciation right vests in three annual installments beginning on February 10, 2017.
F14This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 62,136 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
F15This stock appreciation right vests in four annual installments beginning on February 2, 2017.
F16This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 127,592 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 80,289 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, 95,704 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 36,750 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 108,412 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, 149,283 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 57,324 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 736,177 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
F5Disposed of pursuant to merger agreement in exchange for 543,302 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
F6Shares held in Orohena Trust.
F7This option was assumed by Quintiles in the merger and replaced with an option to purchase 192,000 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.13 per share.
F8This option was assumed by Quintiles in the merger and replaced with an option to purchase 192,000 shares of Quintiles IMS Holdings, Inc. common stock at a price of $21.36 per share.
F9This option was assumed by Quintiles in the merger and replaced with an option to purchase 460,800 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.

Remarks

Chairman, Chief Executive Officer & President