UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Quintiles IMS Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74876Y101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 74876Y101
| 13G/A |
Page 2 of 9 Pages
|
| 1. | NAME OF REPORTING PERSON
BCIP Associates - G | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
1,390 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,390 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,390 Shares | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
CUSIP No. 74876Y101
| 13G/A |
Page 3 of 9 Pages
|
| 1. | NAME OF REPORTING PERSON
BCIP TCV, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
24,395 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
24,395 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,395 Shares | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1 % | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
CUSIP No. 74876Y101
| 13G/A |
Page 4 of 9 Pages
|
| 1. | NAME OF REPORTING PERSON
Bain Capital Integral Investors 2008, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
9,918,232 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
9,918,232 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,918,232 Shares | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.03% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G/A relates is Quintiles IMS Holdings, Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at 4820 Emperor Boulevard, Durham, North Carolina 27703.
| Item 2(a). | Name of Person Filing |
This statement is being filed on behalf of the following: (1) BCIP Associates – G, a Delaware general partnership(“BCIP-G”), (2) BCIP TCV, LLC, a Delaware limited liability company (“TCV”), and (3) Bain Capital Integral Investors 2008, L.P., a Cayman Islands exempted limited partnership (“Integral” and, together withBCIP-G and TCV, the “Reporting Persons”).
Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is the general partner of Integral. Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the managing partner ofBCIP-G and the administrative member of TCV.
The governance, investment strategy and decision-making process with respect to the investments held by all of the Reporting Persons is directed by BCI’s Global Private Equity Board. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by all of the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2017, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule13d-1(k)(1) under the Act.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons, BCI and Boylston is 200 Clarendon Street, Boston, MA 02116.
| Item 2(c). | Citizenship |
Each ofBCIP-G, TCV, BCI and Boylston is organized under the laws of the State of Delaware. Integral is organized under the laws of the Cayman Islands.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock, par value $0.01 per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Company’s Common Stock is 74876Y101.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:Not applicable. |
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||
(k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| Item 4. | Ownership |
| Item 4(a). | Amount beneficially owned |
This Schedule 13G/A is being filed on behalf of the Reporting Persons. As of the close of business on December 31, 2016, the following shares were held by the Reporting Persons:
BCIP-G owned 1,390 shares of Common Stock, representing less than 0.1% of the Company’s outstanding shares of Common Stock.
TCV owned 24,395 shares of Common Stock, representing less than 0.1% of the Company’s outstanding shares of Common Stock.
Integral owned 9,918,232 shares of Common Stock, representing approximately 4.03% of the Company’s outstanding shares of Common Stock
As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to beneficially own in the aggregate 9,944,017 shares of Common Stock, representing approximately 4.04% of the Company’s outstanding shares of Common Stock. The percentage of the Company’s outstanding shares of Common Stock held by the Reporting Persons is based on 246,181,560 shares of Common Stock outstanding, as of October 26, 2016, as reported in the Company’s Form10-Q filed with the Securities and Exchange Commission on November 3, 2016.
| Item 4(b). | Percent of Class |
See Item 4(a) hereof.
| Item 4(c). | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
BCIP-G | 1,390 | |
TCV | 24,395 | |
Integral | 9,918,232 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: |
BCIP-G | 1,390 | |
TCV | 24,395 | |
Integral | 9,918,232 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
☒
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 14, 2017
| BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P. | ||
| By: | Bain Capital Investors, LLC | |
| its general partner | ||
| By: | /s/ Michael D. Ward | |
| Name: | Michael D. Ward | |
| Title: | Managing Director | |
| BCIPASSOCIATES-G | ||
| By: | Boylston Coinvestors, LLC | |
| its managing partner | ||
| BCIP TCV, LLC | ||
| By: | Boylston Coinvestors, LLC | |
| its administrative member | ||
| By: | /s/ Michael D. Ward | |
| Name: | Michael D. Ward | |
| Title: | Authorized Signatory | |
Exhibit A
Agreement Regarding the Joint Filing of Schedule 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2017
| BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P. | ||
| By: | Bain Capital Investors, LLC | |
| its general partner | ||
| By: | /s/ Michael D. Ward | |
| Name: | Michael D. Ward | |
| Title: | Managing Director | |
| BCIPASSOCIATES-G | ||
| By: | Boylston Coinvestors, LLC | |
| its managing partner | ||
| BCIP TCV, LLC | ||
| By: | Boylston Coinvestors, LLC | |
| its administrative member | ||
| By: | /s/ Michael D. Ward | |
| Name: | Michael D. Ward | |
| Title: | Authorized Signatory | |