CPP Investment Board Private Form 4 Quintiles IMS / PENSION PLAN INVESTMENT BOARD CANADA 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^*

CPP Investment Board Private Holdings, Inc.

(Last) (First) (Middle)

ONE QUEEN STREET EAST, SUITE 2500

(Street)

TORONTO A6 M5C 2W5

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quintiles IMS Holdings, Inc. [ Q ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.001 par value per share	09/19/2017		S		2,249,342	D	$94.87	11,473,469	D(1)
Common stock, $0.001 par value per share	09/19/2017		S		2,249,342	D	$94.87	11,480,069	I	See Footnote(2)
Common stock, $0.001 par value per share	09/19/2017		S		2,249,342	D	$94.87	1,569,600	D(3)

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

1. Name and Address of Reporting Person^*

CPP Investment Board Private Holdings, Inc.

(Last) (First) (Middle)

ONE QUEEN STREET EAST, SUITE 2500

(Street)

TORONTO A6 M5C 2W5

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CANADA PENSION PLAN INVESTMENT BOARD

(Last) (First) (Middle)

ONE QUEEN STREET EAST, SUITE 2500

(Street)

TORONTO A6 M5C 2W5

(City) (State) (Zip)

Explanation of Responses:

1. The securities reported on this row are directly owned by CPP Investment Board Private Holdings, Inc. ("CPPIB-PHI").

2. The securities reported on this row are indirectly owned by Canada Pension Plan Investment Board ("CPPIB") and consist of (i) 11,473,469 shares of the issuer directly owned by CPPIB-PHI, a wholly-owned subsidiary of CPPIB, and (ii) 6,600 shares of the issuer owned by CPPIB MAP Cayman SPC, a wholly-owned subsidiary of CPPIB. CPPIB-PHI has no beneficial ownership over the 6,600 shares of common stock held indirectly by CPPIB through CPPIB MAP Cayman SPC.

3. The disposed securities reported on this row reflect a disposition of indirect ownership by CPPIB as a result of the disposition of 2,249,342 shares of the issuer by CPPIB-PHI. CPPIB directly owns 1,569,600 shares of the issuer and the disposed securities reported on this Form 4 do not include any securities directly owned by CPPIB. CPPIB-PHI has no beneficial ownership over the issuer's securities that are directly owned by CPPIB.

Remarks:

CPPIB-PHI is party to a Shareholders Agreement, dated as of May 3, 2016, by and among the issuer and certain shareholders of the issuer. Pursuant to such Shareholders Agreement, CPPIB-PHI and certain other shareholders of the issuer agreed, among other things, to vote their respective shares of the issuer's common stock in favor of certain individuals designated to the issuer's board of directors in accordance with the terms and conditions thereof. As a result of the Shareholders Agreement, the reporting persons may be deemed to be members of a group (the "Group") holding over 10% of the outstanding shares of common stock of the issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities of the issuer owned by any member of the Group, other than the securities reported in Table I of this Form 4.

	/s/ Patrice Walch-Watson, Title: Authorized Signatory of CPP Investment Board Private Holdings, Inc.	09/21/2017
	/s/ Patrice Walch-Watson, Title: Senior Managing Director, General Counsel & Corporate Secretary of Canada Pension Plan Investment Board	09/21/2017
	** Signature of Reporting Person	Date
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