UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Quintiles Transnational Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74876Y101
(CUSIP Number)
December 31, 2014
(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)
x 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 the disclosures provided in a prior cover page. |
The information required in 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 | | Page 2 of 7 |
| | | | | | |
1 | | Names of reporting persons Temasek Holdings (Private) Limited |
2 | | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization Republic of Singapore |
Number of shares beneficially owned by each reporting person with: | | 5 | | Sole voting power 0 |
| 6 | | Shared voting power 6,383,856* |
| 7 | | Sole dispositive power 0 |
| 8 | | Shared dispositive power 6,383,856* |
9 | | Aggregate amount beneficially owned by each reporting person 6,383,856* |
10 | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ |
11 | | Percent of class represented by amount in Row (9) 5.2%** |
12 | | Type of reporting person (see instructions) HC |
* | See Item 4 of this Schedule. |
** | Based on 123,548,539 shares of Common Stock, par value US$0.01 per share (“Shares”), reported as outstanding by Quintiles Transnational Holdings Inc. as of November 4, 2014 in the Prospectus Supplement dated November 4, 2014 and filed with the Securities and Exchange Commission (“SEC”) on November 6, 2014. |
| | |
CUSIP No. 74876Y101 | | Page 3 of 7 |
| | | | | | |
1 | | Names of reporting persons Fullerton Management Pte Ltd |
2 | | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization Republic of Singapore |
Number of shares beneficially owned by each reporting person with: | | 5 | | Sole voting power 0 |
| 6 | | Shared voting power 6,383,856* |
| 7 | | Sole dispositive power 0 |
| 8 | | Shared dispositive power 6,383,856* |
9 | | Aggregate amount beneficially owned by each reporting person 6,383,856* |
10 | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ |
11 | | Percent of class represented by amount in Row (9) 5.2%** |
12 | | Type of reporting person (see instructions) HC |
* | See Item 4 of this Schedule. |
** | Based on 123,548,539 Shares reported as outstanding by Quintiles Transnational Holdings Inc. as of November 4, 2014 in the Prospectus Supplement dated November 4, 2014 and filed with the SEC on November 6, 2014. |
| | |
CUSIP No. 74876Y101 | | Page 4 of 7 |
| | | | | | |
1 | | Names of reporting persons Temasek Life Sciences Private Limited |
2 | | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization Republic of Singapore |
Number of shares beneficially owned by each reporting person with: | | 5 | | Sole voting power 0 |
| 6 | | Shared voting power 6,383,856* |
| 7 | | Sole dispositive power 0 |
| 8 | | Shared dispositive power 6,383,856* |
9 | | Aggregate amount beneficially owned by each reporting person 6,383,856* |
10 | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ |
11 | | Percent of class represented by amount in Row (9) 5.2%** |
12 | | Type of reporting person (see instructions) CO |
* | See Item 4 of this Schedule. |
** | Based on 123,548,539 Shares reported as outstanding by Quintiles Transnational Holdings Inc. as of November 4, 2014 in the Prospectus Supplement dated November 4, 2014 and filed with the SEC on November 6, 2014. |
Page 5 of 7
Item 1(a). | Name of Issuer: |
Quintiles Transnational Holdings Inc.
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4820 Emperor Blvd., Durham, North Carolina 27703, USA
Item 2(a). | Name of Person Filing: |
| (i) | Temasek Holdings (Private) Limited (“Temasek Holdings”). |
| (ii) | Fullerton Management Pte Ltd (“Fullerton”), a wholly-owned subsidiary of Temasek Holdings. |
| (iii) | Temasek Life Sciences Private Limited (“Temasek Life Sciences”), a wholly-owned subsidiary of Fullerton. |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
#06-18 Tower 2, The Atrium@Orchard,
Singapore 238891
#06-18 Tower 2, The Atrium@Orchard,
Singapore 238891
Road #06-18 Tower 2, The Atrium@Orchard,
Singapore 238891
| (ii) | Republic of Singapore |
| (iii) | Republic of Singapore |
Item 2(d). | Title of Class of Securities: |
Common Stock, par value US$0.01 per share.
74876Y101
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a) | Amount beneficially owned: |
As of December 31, 2014, Temasek Life Sciences directly owned 6,383,856 Shares. Temasek Life Sciences is wholly-owned by Fullerton, which in turn is wholly-owned by Temasek Holdings. Accordingly, as of December 31, 2014, each of Temasek Holdings and Fullerton may be deemed to have beneficially owned the 6,383,856 Shares owned directly by Temasek Life Sciences. There are no changes to the above shareholdings as of the date of this Schedule.
As of December 31, 2014, the Shares that may be deemed to have been beneficially owned by Temasek Holdings and Fullerton, and directly and beneficially owned by Temasek Life Sciences, constituted approximately 5.2% of the Shares outstanding.
Page 6 of 7
All percentage calculations in this Schedule are based on 123,548,539 Shares reported as outstanding by Quintiles Transnational Holdings Inc. as of November 4, 2014 in the Prospectus Supplement dated November 4, 2014 and filed with the SEC on November 6, 2014.
| (c) | Number of shares as to which the person has: |
With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.
| (i) | Sole power to vote or to direct the vote: |
0.
| (ii) | Shared power to vote or to direct the vote: |
Temasek Holdings: 6,383,856
Fullerton: 6,383,856
Temasek Life Sciences: 6,383,856
| (iii) | Sole power to dispose or to direct the disposition of: |
0.
| (iv) | Shared power to dispose or to direct the disposition of: |
Temasek Holdings: 6,383,856
Fullerton: 6,383,856
Temasek Life Sciences: 6,383,856
Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
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. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable
Not Applicable
Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | | | | | | | |
Dated: February 13, 2015 | | | | TEMASEK HOLDINGS (PRIVATE) LIMITED(1) |
| | | |
| | | | By: | | /s/ Choo Soo Shen Christina |
| | | | | | Name: | | Choo Soo Shen Christina |
| | | | | | Title: | | Authorized Signatory |
| | |
Dated: February 13, 2015 | | | | FULLERTON MANAGEMENT PTE LTD(1) |
| | | |
| | | | By: | | /s/ Cheong Kok Tim |
| | | | | | Name: | | Cheong Kok Tim |
| | | | | | Title: | | Director |
| | |
Dated: February 13, 2015 | | | | TEMASEK LIFE SCIENCES PRIVATE LIMITED(1) |
| | | |
| | | | By: | | /s/ Leow Li San Serene |
| | | | | | Name: | | Leow Li San Serene |
| | | | | | Title: | | Director |
(1) | This amendment is being filed jointly by Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Temasek Life Sciences Private Limited pursuant to the Joint Filing Agreement dated February 10, 2014 filed as an exhibit to the statement on Schedule 13G filed by Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Temasek Life Sciences Private Limited with respect to the issuer on February 11, 2014. |