Kevin C Knightly Form 4 IMS Health / Kevin C Knightly ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Knightly Kevin C

(Last) (First) (Middle)

C/O IMS HEALTH HOLDINGS, INC.

83 WOOSTER HEIGHTS ROAD

(Street)

DANBURY CT 06810

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMS Health Holdings, Inc. [ IMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Information Offerings

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2016		A		31,908	A	(1)(2)	48,355	D
Common Stock	10/03/2016		A		9,569	A	(3)	57,924	D
Common Stock	10/03/2016		A		11,942	A	(4)	69,866	D
Common Stock	10/03/2016		D		69,866	D	(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$10	10/03/2016		D			120,000	02/26/2012	03/15/2020	Common Stock	120,000	(6)	0	D
Employee Stock Option (right to buy)	$5.8	10/03/2016		D			60,000	02/26/2013	03/15/2020	Common Stock	60,000	(7)	0	D
Employee Stock Option (right to buy)	$3.2	10/03/2016		D			60,000	02/26/2015	03/15/2020	Common Stock	60,000	(8)	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			5,393	02/10/2016	02/10/2025	Common Stock	5,393	(9)	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			16,181	(10)	02/10/2025	Common Stock	16,181	(11)	0	D
Stock Appreciation Right	$23	10/03/2016		D			26,581	(12)	02/02/2026	Common Stock	26,581	(13)	0	D
Phantom Stock	(14)	10/03/2016		D			48,349	(14)	(14)	Common Stock	48,349	(15)	0	D

Explanation of Responses:

1. Represents 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.

2. On 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.

3. On 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.

4. On 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.

5. Disposed 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.

6. This 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.

7. This 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.

8. This 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.

9. This 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.

10. This stock appreciation right vests in three annual installments beginning on February 10, 2017.

11. This 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.

12. This stock appreciation right vests in four annual installments beginning on February 2, 2017.

13. This 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.

14. Represents notional shares held under the Defined Contribution Executive Retirement Plan payable upon the Reporting Person's termination of employement.

15. All 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.

Remarks:

	/s/ Harvey A. Ashman, Attorney-in-Fact	10/03/2016
	** Signature of Reporting Person	Date
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