IQVIA (IQV) Form 3 Initial statement of insider ownership

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^*

Quintiles Transnational Holdings Inc.

(Last) (First) (Middle)

4820 EMPEROR BLVD.

(Street)

DURHAM, NC 27703

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2016

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)
Common Stock, par value $0.01 per share	0(1)(2)(3)(4)	I	See Footnotes(1)(2)(3)(4)

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

Explanation of Responses:

1. Securities beneficially owned as a result of Quintiles Transnational Holdings ("Quintiles") entering into Voting Agreements (the "Voting Agreements"), dated as of May 3, 2016, with affiliates of TPG Global, LLC (the "TPG-I Funds"), CPP Investment Board Private Holdings Inc. ("CPPIB") and Leonard Green & Partners, L.P ("LGP" and each of the foregoing, a "Stockholder"), who own approximately 33.7%, 14.2% and 5.8% of Issuer common stock, respectively. Concurrently with the execution of the Voting Agreements, Quintiles and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Issuer will be merged with and into the Quintiles (the "Merger"), with Quintiles surviving the Merger.

2. Quintiles is filing this statement solely because, as a result of certain proxy and voting provisions contained in the Voting Agreements, Quintiles may be deemed to share beneficial ownership for purposes of Section 13(d) of the Exchange Act of 176,278,996 shares of common stock, par value $0.01 per share (the "Common Stock") covered by the Voting Agreements (which represent 53.5% of the total voting power of the voting stock of the Issuer based on shares outstanding as of April 27, 2016) with the Stockholders for the purposes of determining Quintiles' status as a ten percent holder thereof. Quintiles expressly disclaims any beneficial ownership of the shares reported herein, and Quintiles does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in any of the shares subject to the Voting Agreements.

3. (Continued form footnote 2) Quintiles declares that the filing of this Form 3 shall not be construed as an admission by Quintiles that it is the beneficial owner of any of the shares subject to the Voting Agreements for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed.

4. In addition, pursuant to the Voting Agreements, the Stockholders agreed, among other things, to vote their shares of Issuer stock in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, granted Quintiles an irrevocable proxy to vote their Issuer stock in accordance with the terms of the Voting Agreements and agreed, subject to limited exceptions, not to transfer such shares, other than in accordance with the Voting Agreements.

Remarks:

	/s/ James H. Erlinger III	05/13/2016
	** 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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