Michael Adam Bell Form 3 INC Research / Michael Adam Bell ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bell Michael Adam

(Last) (First) (Middle)

C/O INC RESEARCH HOLDINGS, INC.

3201 BEECHLEAF COURT, SUITE 600

(Street)

RALEIGH NC 27604

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2017

3. Issuer Name and Ticker or Trading Symbol
INC Research Holdings, Inc. [ INCR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec Chair & Pres, Comm Div

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	126,138(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy Class A Common Stock)	08/01/2017	11/15/2026	Class A Common Stock, par value $0.01 per share	321,736(2)	28.63	D

Explanation of Responses:

1. Reflects Class A Common Stock, par value $0.01 ("Common Stock"), of INC Research Holdings, Inc. (the "Issuer") received at the effective time of the merger (the "Merger") of Double Eagle Parent, Inc. ("Double Eagle") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of May 10, 2017 (the "Merger Agreement"), by and between Double Eagle and the Issuer, in connection with the Reporting Person's ownership prior to the Merger of common stock of Double Eagle and restricted stock units of Double Eagle (which were converted to Common Stock pursuant to the terms of the Merger Agreement).

2. Represents options to purchase Common Shares, which were converted from options held by the reporting person immediately preceding the Merger and previously exercisable on a one-to-one basis for shares of Double Eagle common stock, based upon a conversion formula tied to the Per Share Consideration pursuant to the Merger Agreement.

Remarks:

	/s/ Christopher L. Gaenzle, Attorney-in-Fact	08/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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