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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IMS Health Holdings, Inc. [ IMS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/05/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/05/2015 | S | 1,654,127 | D | $31.17 | 14,579,471(1) | D(2)(3)(4) | |||
Common Stock | 08/05/2015 | S | 496,198 | D | $31.17 | 4,373,491(5) | D(2)(3)(6) | |||
Common Stock | 08/05/2015 | S | 15,740 | D | $31.17 | 138,733(7) | D(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents shares of the Issuer's common stock ("Shares") owned by Green Equity Investors V, L.P. ("GEI V"). These Shares (the "GEI V Shares") are subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the dispositions reported hereon. |
2. GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V" and, together with GEI V, the "GEI Funds"). Green V Holdings, LLC ("Holdings") is a limited partner of the GEI Funds. Leonard Green & Partners, L.P. ("LGP") is the manager of the GEI Funds and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of LGP Iceberg Coinvest, LLC ("LGP Ice"). |
3. GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of the GEI Funds and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of the GEI Funds, Holdings, as a limited partner of the GEI Funds, Peridot, as the manager of Associates V, and Associates V, as the manager of LGP Ice, 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares and the Shares owned by LGP Ice (the "Ice Shares"), in the case of GEI V, the Shares owned by GEI Side V (the "GEI Side V Shares") and the Ice Shares, and in the case of LGP Ice, the GEI V Shares and the GEI Side V Shares) owned by the GEI Funds or LGP Ice. |
4. Each of GEI Side V, LGP Ice, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
5. Represents the GEI Side V Shares. These Shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the dispositions reported hereon. |
6. Each of GEI V, LGP Ice, GEIC, Holdings, LGP, LGPM, Peridot and Associates V disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
7. Represents the Ice Shares. These Shares are subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the dispositions reported hereon. |
8. Each of GEI V, GEI Side V, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
Remarks: |
Mr. John G. Danhakl is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is the manager of the GEI Funds and Peridot, and an affiliate of GEIC, Holdings, and Associates V (the "LGP Entities"). Accordingly, Mr. Danhakl may be deemed to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
/s/ Lance J.T. Schumacher, as attorney-in-fact | 08/06/2015 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |