IMS Health Form 4 IMS Health / Ronald E Bruehlman 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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X

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^*

Bruehlman Ronald E

(Last) (First) (Middle)

C/O IMS HEALTH HOLDINGS, INC.

83 WOOSTER HEIGHTS ROAD

(Street)

DANBURY CT 06810

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2016

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	10/03/2016		A		20,935	A	(1)(2)	112,655	D
Common Stock	10/03/2016		A		35,828	A	(3)	148,483	D
Common Stock	10/03/2016		D		148,483	D	(4)	0	D

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
Employees Stock Option (right to buy)	$11.2	10/03/2016		D			60,000	07/16/2012	07/16/2021	Common Stock	60,000	(5)	0	D
Employees Stock Option (right to buy)	$7	10/03/2016		D			60,000	07/16/2013	07/16/2021	Common Stock	60,000	(6)	0	D
Employees Stock Option (right to buy)	$4.4	10/03/2016		D			230,000	07/16/2016	07/16/2021	Common Stock	230,000	(7)	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			11,798	02/10/2016	02/10/2025	Common Stock	11,798	(8)	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			35,397	(9)	02/10/2025	Common Stock	35,397	(10)	0	D
Stock Appreciation Right	$23	10/03/2016		D			79,745	(11)	02/02/2026	Common Stock	79,745	(12)	0	D

Explanation of Responses:

1. On May 3, 2016, the issuer and Quintiles Transnational Holdings, Inc. ("Quintiles") entered into an Agreement and Plan of Merger pursuant to which on October 3, 2016 the issuer merged with and into Quintiles (the "merger"), the separate existence of the issuer ceased and Quintiles will continue as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc.

2. On February 10, 2015 the reporting person was granted 17,563 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2015 - December 31, 2017). In connection with the merger and based on the performance criteria achieved, 20,935 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 8,039 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2017

3. On February 2, 2016, the reporting person was granted 26,019 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2016 - December 31, 2018). In connection with the merger and based on the performance criteria achieved, 35,828 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 13,757 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2018.

4. Disposed of pursuant to merger agreement in exchange for 57,017 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.

5. This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $29.17 per share.

6. This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.23 per share.

7. This option was assumed by Quintiles in the merger and replaced with an option to purchase 88,320 shares of Quintiles IMS Holdings, Inc. common stock at a price of $11.46 per share.

8. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 4,530 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

9. This stock appreciation right vests in three annual installments beginning on February 10, 2017.

10. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 13,592 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

11. This stock appreciation right vests in four annual installments beginning on February 2, 2017.

12. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 30,622 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.

Remarks:

Senior VP & Chief Financial Officer

	/s/ Harvey A. Ashman, Attorney-in-Fact	10/03/2016
	** Signature of Reporting Person	Date
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