| 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) 10/03/2016 | ||||||||||||||||||||||||||
| 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 | 10/03/2016 | A | 9,569 | A | (1)(2) | 45,003 | D | |||
| Common Stock | 10/03/2016 | A | 11,942 | A | (3) | 56,945 | D | |||
| Common Stock | 10/03/2016 | D | 56,945 | D | (4) | 0 | D | |||
| 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 | ||||||||
| Employee Stock Option (right to buy) | $10 | 10/03/2016 | D | 70,000 | 02/26/2012 | 03/15/2020 | Common Stock | 70,000 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.8 | 10/03/2016 | D | 35,000 | 02/26/2013 | 03/15/2020 | Common Stock | 35,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.2 | 10/03/2016 | D | 70,000 | 02/26/2015 | 03/15/2020 | Common Stock | 70,000 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $9.8 | 10/03/2016 | D | 5,000 | 05/08/2013 | 05/08/2022 | Common Stock | 5,000 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.2 | 10/03/2016 | D | 15,000 | 05/08/2016 | 05/08/2022 | Common Stock | 15,000 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.2 | 10/03/2016 | D | 3,000 | 05/08/2017 | 05/08/2022 | Common Stock | 3,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.2 | 10/03/2016 | D | 2,000 | 05/08/2017 | 05/08/2022 | Common Stock | 2,000(11) | (12) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.9 | 10/03/2016 | D | 30,000 | 05/08/2016 | 05/08/2023 | Common Stock | 30,000 | (13) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.9 | 10/03/2016 | D | 12,000 | (14) | 05/08/2023 | Common Stock | 12,000 | (15) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.9 | 10/03/2016 | D | 8,000 | (14) | 05/08/2023 | Common Stock | 8,000(16) | (17) | 0 | D | ||||
| Stock Appreciation Right | $25.02 | 10/03/2016 | D | 5,393 | 02/10/2016 | 02/10/2025 | Common Stock | 5,393 | (18) | 0 | D | ||||
| Stock Appreciation Right | $25.02 | 10/03/2016 | D | 16,181 | (19) | 02/10/2025 | Common Stock | 16,181 | (20) | 0 | D | ||||
| Stock Appreciation Right | $23 | 10/03/2016 | D | 26,581 | (21) | 02/02/2026 | Common Stock | 26,581 | (22) | 0 | D | ||||
| Phantom Stock | (23) | 10/03/2016 | D | 21,253 | (23) | (23) | Common Stock | 21,253 | (24) | 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 8,028 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, 9,569 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 3,674 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 8,673 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, 11,942 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 4,585 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 21,866 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 26,880 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share. |
| 6. This option was assumed by Quintiles in the merger and replaced with an option to purchase 13,440 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share. |
| 7. This option was assumed by Quintiles in the merger and replaced with an option to purchase 26,880 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share. |
| 8. This option was assumed by Quintiles in the merger and replaced with an option to purchase 1,920 shares of Quintiles IMS Holdings, Inc. common stock at a price of $25.53 per share. |
| 9. This option was assumed by Quintiles in the merger and replaced with an option to purchase 5,760 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. |
| 10. This option was assumed by Quintiles in the merger and replaced with an option to purchase 1,152 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. |
| 11. On May 8, 2012, the reporting person was granted a performance-based option to purchase 10,000 shares of common stock. This option vests in five equal annual installments beginning May 8, 2013, subject to the achievement of certain performance criteria for each of the fiscal years ending December 31, 2012, 2013, 2014, 2015, and 2016. In connection with the merger, the performance criteria was achieved resulting in the option vesting with respect to 2,000 shares of issuer common stock. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option. |
| 12. This option was assumed by Quintiles in the merger and replaced with an option to purchase 768 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. |
| 13. This option was assumed by Quintiles in the merger and replaced with an option to purchase 11,520 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. |
| 14. This optoins vests in two annual installments beginning on May 8, 2017. |
| 15. This option was assumed by Quintiles in the merger and replaced with an option to purchase 4,608 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. |
| 16. On May 8, 2013, the reporting person was granted a performance-based option to purchase 20,000 shares of common stock. This option vests in five equal annual installments beginning May 8, 2014, subject to the achievement of certain performance criteria for each of the fiscal years ending December 31, 2013, 2014, 2015, 2016, and 2017. In connection with the merger, the performance criteria was achieved resulting in 8,000 options earned. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option. |
| 17. This option was assumed by Quintiles in the merger and replaced with an option to purchase 3,072 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. |
| 18. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,070 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share. |
| 19. This stock appreciation right vests in three annual installments beginning on February 10, 2017. |
| 20. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,213 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share. |
| 21. This stock appreciation right vests in four annual installments beginning on February 2, 2017. |
| 22. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 10,207 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share. |
| 23. Represents notional shares held under the Defined Contribution Executive Retirement Plan payable upon the Reporting Person's termination of employement. |
| 24. All notional shares held under the Defined Contribution Executive Retirement Plan were assumed by Quintiles Transnational Holdings Inc. in the merger and replaced with a notional share to purchase 8,161 shares of Quintiles IMS Holdings, Inc. common stock at a price of $81.06 per share. |
| Remarks: |
| /s/ Harvey A. Ashman, Attorney-in-Fact | 10/03/2016 | |
| ** 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 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. | ||
