Roger Dale Smith Form 3 PPD / Roger Dale Smith ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith Roger Dale

(Last) (First) (Middle)

C/O PPD, INC.

929 NORTH FRONT STREET

(Street)

WILMINGTON NC 28401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020

3. Issuer Name and Ticker or Trading Symbol
PPD, Inc. [ PPD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & General Manager of AES

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-voting common stock(1)	32,959	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	05/11/2027	Non-voting common stock(1)	207,836	15.05	D
Stock Options (Right to Buy)	(3)	05/11/2027	Non-voting common stock(1)	99,682	10.59	D

Explanation of Responses:

1. Upon the completion of the initial public offering of PPD, Inc. (the "Issuer"), all shares of the Issuer's non-voting common stock will be automatically converted into shares of the Issuer's voting common stock on a one-for-one basis.

2. Of these stock options, 89,713 stock options are unvested and will vest in equal annual installments on May 11, 2020, May 11, 2021 and May 11, 2022.

3. Represents unvested stock options which are eligible to vest upon the achievement of certain return on capital or rate of return conditions three years after the initial public offering of the Issuer or earlier, upon certain sales by significant stockholders. Does not include an additional 91,210 stock options with an exercise price of $10.59 which are eligible to vest upon the achievement of certain EBITDA-based vesting conditions for fiscal years 2019-2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ B. Judd Hartman, as Attorney-in-Fact	02/05/2020
	** 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 5 (b)(v).
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