SEC FORM 4

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^*

BOUSBIB ARI

(Last)

(First)

(Middle)

C/O IMS HEALTH HOLDINGS, INC.

83 WOOSTER HEIGHTS ROAD

(Street)

DANBURY

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)

X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/03/2016		A		95,704	A	⁽¹⁾⁽²⁾	1,767,850	D
Common Stock	10/03/2016		A		149,283	A	⁽³⁾	1,917,133	D
Common Stock	10/03/2016		D		1,917,133	D	⁽⁴⁾	0	D
Common Stock	10/03/2016		D		1,414,850	D	⁽⁵⁾	0	I	By Trust⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10.8	10/03/2016		D			500,000	09/01/2013	12/01/2020	Common Stock	500,000	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$8.2	10/03/2016		D			500,000	09/01/2015	12/01/2020	Common Stock	500,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$10	10/03/2016		D			1,200,000	09/01/2012	12/01/2020	Common Stock	1,200,000	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$5.8	10/03/2016		D			600,000	09/01/2013	12/01/2020	Common Stock	600,000	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$3.2	10/03/2016		D			1,200,000	09/01/2015	12/01/2020	Common Stock	1,200,000	⁽¹¹⁾	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			53,937	02/10/2016	02/10/2025	Common Stock	53,937	⁽¹²⁾	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			161,812	⁽¹³⁾	02/10/2025	Common Stock	161,812	⁽¹⁴⁾	0	D
Stock Appreciation Right	$23	10/03/2016		D			332,272	⁽¹⁵⁾	02/02/2026	Common Stock	332,272	⁽¹⁶⁾	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 80,289 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, 95,704 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 36,750 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 108,412 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, 149,283 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 57,324 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 736,177 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.

5. Disposed of pursuant to merger agreement in exchange for 543,302 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.

6. Shares held in Orohena Trust.

7. This option was assumed by Quintiles in the merger and replaced with an option to purchase 192,000 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.13 per share.

8. This option was assumed by Quintiles in the merger and replaced with an option to purchase 192,000 shares of Quintiles IMS Holdings, Inc. common stock at a price of $21.36 per share.

9. This option was assumed by Quintiles in the merger and replaced with an option to purchase 460,800 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.

10. This option was assumed by Quintiles in the merger and replaced with an option to purchase 230,400 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.

11. This option was assumed by Quintiles in the merger and replaced with an option to purchase 460,800 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.

12. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 20,711 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

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

14. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 62,136 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

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

16. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 127,592 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.

Remarks:

Chairman, Chief Executive Officer & President

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