IMS Health Form 4 IMS Health / JOHN G DANHAKL 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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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^*

DANHAKL JOHN G

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES CA 90025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015

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	05/12/2015		S		6,278,340(1)	D	$26.78(2)	21,257,760(3)	I	See footnote(4)

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

Explanation of Responses:

1. Represents shares of common stock ("Shares") of IMS Health Holdings, Inc. ("Issuer") sold by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V" and, together with GEI V, the "GEI Funds"), and LGP Iceberg Coinvest, LLC ("LGP Ice") in connection with the closing of an underwritten public offering and repurchase of Shares by the Issuer (the "Offering"). Of the 6,278,340 Shares sold, 4,794,487 Shares were sold by GEI V, 1,438,230 Shares were sold by GEI Side V, and 45,623 were sold by LGP Ice.

2. Represents the sale price of Shares sold by the GEI Funds and LGP Ice in the Offering, consisting of 1,628,709 Shares sold at $27.0875 per share and 4,649,631 Shares sold at $26.675 per share.

3. Represents Shares owned by the GEI Funds and LGP Ice. Of the 21,257,760 Shares reported on this row, 16,233,597 Shares are owned by GEI V, 4,869,690 Shares are owned by GEI Side V, and 154,473 Shares are owned by LGP Ice. The Shares reported on this row are subject to a lock-up agreement and cannot be sold without underwriter consent until 90 days after the date of the prospectus relating to the Offering.

4. Mr. Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by the GEI Funds and LGP Ice. Mr. Danhakl disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Lance J.T. Schumacher, as attorney-in-fact for John G. Danhakl	05/14/2015
	** Signature of Reporting Person	Date
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