Fifth Cinven Fund Co-Investment Partnership Form 4 Medpace / Manco S.A.R.L. Cinven 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^*

Fifth Cinven Fund (No. 1) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Medpace Holdings, Inc. [ MEDP ]

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)
06/21/2017

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	06/21/2017		J(1)		22,999,997	D	$0.00	0	I	See footnotes(2)(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^*

Fifth Cinven Fund (No. 1) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund (No. 2) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund (No. 3) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund (No. 4) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund (No. 5) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund (No. 6) Limited Partnership

(Last) (First) (Middle)

EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund Co-Investment Partnership

(Last) (First) (Middle)

WARWICK COURT, PATERNOSTER SQUARE

(Street)

LONDON X0 EC4M 7AG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cinven Manco S.A.R.L.

(Last) (First) (Middle)

7 RUE LOU HEMMER

(Street)

FINDEL N4 N4 L-1748

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Cinven Fund FCP-SIF

(Last) (First) (Middle)

7 RUE LOU HEMMER

(Street)

FINDEL N4 N4 L-1748

(City) (State) (Zip)

Explanation of Responses:

1. Represents a transfer by the Cinven Shareholders (as defined below) to Medpace Limited Partnership in exchange for limited partnership interests in Medpace Limited Partnership in connection with the execution of a margin loan agreement by Medpace Limited Partnership.

2. Prior to the transactions reported herein, included 3,641,240 shares held by Fifth Cinven Fund (No. 1) Limited Partnership ("LP1"), 3,229,699 shares held by Fifth Cinven Fund (No. 2) Limited Partnership ("LP2"), 3,889,854 shares held by Fifth Cinven Fund (No. 3) Limited Partnership ("LP3"), 3,379,103 shares held by Fifth Cinven Fund (No. 4) Limited Partnership ("LP4"), 1,403,731 shares held by Fifth Cinven Fund (No. 5) Limited Partnership ("LP5"), 3,284,802 shares held by Fifth Cinven Fund (No. 6) Limited Partnership ("LP6" and, together with LP1, LP2, LP3, LP4 and LP5, the "Limited Partnerships"), 3,758,169 shares held by Fifth Cinven Fund FCP-SIF ("FCP"), which is managed and controlled by Cinven Manco S.A.R.L. ("Manco"), and 413,399 shares held by Fifth Cinven Fund Co-Investment Partnership ("CIP" and, together with the Limited Partnerships and FCP, the "Cinven Shareholders").

3. Each of the Limited Partnerships is managed and controlled by Cinven Capital Management (V) Limited Partnership Incorporated ("GPLP"), their Managing General Partner. Cinven Capital Management (V) General Partner Limited ("Cinven MGP") is the Managing General Partner of GPLP. FCP is managed and controlled by Cinven Manco S.A.R.L. ("Manco"). Cinven MGP also exercises control over the shares held by each of FCP and CIP, which are subject to contractual commitments that each invest and divest side-by-side with the Limited Partnerships. Voting and investment determinations with respect to the shares held by the Cinven Shareholders are made by the majority vote of the board of directors of Cinven MGP, comprised of Brian Linden, Hayley Tanguy, John Boothman, Robin Hall, Rupert Dorey and William Scott. Each such director disclaims beneficial ownership of such shares.

Remarks:

Cinven MGP is the Managing General Partner of GPLP, which is the Managing General Partner of a majority of the stockholders of Medpace GP Limited, which is the general partner of Medpace Limited Partnership. Cinven MGP and GPLP have previously filed a separate Form 3 with respect to the shares transferred by the Cinven Shareholders to Medpace Limited Partnership and may be deemed to share beneficial ownership of these shares both before and after the transactions reported herein.

	Fifth Cinven Fund (No. 1) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund (No. 2) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund (No. 3) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund (No. 4) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund (No. 5) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund (No. 6) Limited Partnership By: Cinven Capital Management (V) Limited Partnership Incorporated, its general partner By: Cinven Capital Management (V) General Partner Limited By: /s/ Matthew Chick, Alternate Director	06/22/2017
	Fifth Cinven Fund Co-Investment Partnership By: CIP (V) Nominees Limited, its Partner By: /s/ Babett Carrier, Director	06/22/2017
	Cinven Manco S.A.R.L. By: /s/ Anke Jager, Manager	06/22/2017
	Fifth Cinven Fund FCP-SIF By: Cinven Manco S.A.R.L., its Manager By: /s/ Anke Jager , Manager	06/22/2017
	** Signature of Reporting Person	Date
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