0001140361-21-017953.txt : 20210518 0001140361-21-017953.hdr.sgml : 20210518 20210518215020 ACCESSION NUMBER: 0001140361-21-017953 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210514 FILED AS OF DATE: 20210518 DATE AS OF CHANGE: 20210518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 21938309 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Executive Fund VII, L.P. CENTRAL INDEX KEY: 0001665668 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 21938307 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Fund VII Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001713702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 21938308 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VII Investors (inVentiv), L.P. CENTRAL INDEX KEY: 0001713160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 21938306 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: Thomas H. Lee Equity Fund VII Investors (inVentiv), L.P. DATE OF NAME CHANGE: 20170726 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Syneos Health, Inc. CENTRAL INDEX KEY: 0001610950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 273403111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1030 SYNC STREET CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-876-9300 MAIL ADDRESS: STREET 1: 1030 SYNC STREET CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: INC Research Holdings, Inc. DATE OF NAME CHANGE: 20140616 4 1 form4.xml FORM 4 X0306 4 2021-05-14 0001610950 Syneos Health, Inc. SYNH 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001713702 THL Fund VII Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001665668 THL Executive Fund VII, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001713160 THL Equity Fund VII Investors (inVentiv), L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Class A Common Stock 2021-05-12 4 S 0 379789 81.04 D 5208835 I See footnote Class A Common Stock 2021-05-12 4 S 0 64 81.04 D 852 D Class A Common Stock 2021-05-12 4 S 0 25 81.04 D 327 D See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). See Exhibit 99.1 for text of footnote (8). See Exhibit 99.1 for text of footnote (9). See Exhibit 99.1 for text of footnote (10). Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC. ** See Exhibit 99.2 for Signatures 2021-05-18 EX-99.1 2 brhc10024799_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA 02210
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to  
be Reported (Month/Day/Year):
May 14, 2021

Footnotes to Form 4

(1) The shares of the Issuer reported are beneficially owned by: THL Holdco, LLC (“THL Holdco”); Thomas H. Lee Partners, L.P. (“THL”); Thomas H. Lee Advisors, LLC (“THL Advisors”); Thomas H. Lee Equity Fund VI (2019), L.P. (“Fund VI 2019”); THL Fund VI (2019) Coinvestment Partners, L.P. (“Fund VI 2019 Coinvest”); Thomas H. Lee Equity Fund VII, L.P. (“Equity Fund VII”); Thomas H. Lee Parallel Fund VII, L.P.  (“Parallel Fund VII”); Thomas H. Lee Parallel (Cayman) Fund VII, L.P. (“Parallel (Cayman) Fund VII”); THL Executive Fund VII (“Executive Fund VII”); THL Equity Fund VII Investors (inVentiv), L.P. (“Equity Fund VII (inVentiv)”); THL Fund VII Coinvestment Partners, L.P. (“Fund VII Coinvest”); THL Coinvestment Partners, L.P. (“Coinvest Partners”); THL Managers VI, LLC (“THL Managers VI”); and THL Managers VII, LLC (“THL Managers VII”) (collectively with their affiliates, the “THL Funds”).

(2) THL Holdco is the managing member of THL Advisors, which in turn is the general partner of THL, which in turn is the sole member of THL Equity Advisors VI (2019), LLC (“Equity Advisors VI (2019)”), the sole member of THL Equity Advisors VII (“Equity Advisors VII”), the general partner of Fund VI 2019 Coinvest, and the general partner of Fund VII Coinvest. Equity Advisors VI (2019) is the general partner of Fund VI 2019. Equity Advisors VII is the general partner of Equity Fund VII, Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, and Equity Fund VII (inVentiv).

(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Pursuant to an underwriting agreement dated May 3, 2021, and in connection with the registered public offering of 7,000,000 shares of common stock, par value $0.01 per share of the Issuer (the “Common Stock”), which offering was consummated on May 7, 2021 (the “Offering”), the underwriters of the Offering partially exercised their option to purchase additional shares of Common Stock from the selling shareholders of the Issuer (the “Overallotment Option”), which closing occurred on May 14, 2021.

(5) Represents shares held by and sold in connection with the closing of the Overallotment Option by the following entities: 96,146 shares by Fund VI 2019, 3,100 shares by Fund VI 2019 Coinvest, 29,192 shares by Equity Fund VII, 23,034 shares by Parallel Fund VII, 30,873 shares by Parallel (Cayman) Fund VII, L.P., 2,559 shares by Executive Fund VII, 4,451 shares by Fund VII Coinvest and 190,434 shares by Equity Fund VII (inVentiv).

(6) Represents shares directly held by the following entities following the closing of the Overallotment Option: 1,449,400 shares by Fund VI 2019 (which also reflects a distribution in kind for no consideration of 12,806 shares in accordance with the relevant terms of Fund VI 2019’s partnership agreement), 41,080 shares by Fund VI 2019 Coinvest, 386,922 shares by Equity Fund VII, 305,297 shares by Parallel Fund VII, 409,193 shares by Parallel (Cayman) Fund VII, L.P., 33,915 shares by Executive Fund VII, 59,006 shares by Fund VII Coinvest and 2,524,022 shares by Equity Fund VII (inVentiv).

(7) Represents shares directly held and sold by THL Managers VI in connection with the closing of the Overallotment Option.

(8) Represents shares directly held and sold by THL Managers VII in connection with the closing of the Overallotment Option.

(9) Represents shares directly held by THL Managers VI following the closing of the Overallotment Option.

(10) Represents shares directly held by THL Managers VII following the closing of the Overallotment Option.


Page 1 of 1
 EX-99.2 3 brhc10024799_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Advisors, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE ADVISORS, LLC
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 1 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VI (2019), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VI (2019), L.P.
By: THL Equity Advisors VI (2019), LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 2 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Partners, L.P.
   
Address of Joint Filer:
100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARTNERS, L.P.
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 3 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Equity Fund VI (2019) Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VI (2019) COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 4 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VII, L.P.
By: THL Equity Advisors VII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 5 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Parallel Fund VII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VII, L.P.
By: THL Equity Advisors VII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 6 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Parallel (Cayman) Fund VII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL (CAYMAN) FUND VII, L.P.
By: THL Equity Advisors VII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 7 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Managers VI, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VI, LLC

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 8 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Managers VII, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VII, LLC

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 9 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Holdco, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL Holdco, LLC

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 10 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer: THL Fund VII Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of the Earliest Transaction
  
Required to be Reported (Month/Day/Year):
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL FUND VII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 11 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Executive Fund VII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EXECUTIVE FUND VII, L.P.
By: THL Equity Advisors VII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021

Page 12 of 13
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
THL Equity Fund VII Investors (inVentiv), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Syneos Health, Inc. [SYNH]
   
Date of Earliest Transaction Required to
  
be Reported:
May 14, 2021
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VII INVESTORS (INVENTIV), L.P.
By: THL Equity Advisors VII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
/s/ Michael McDonnell
  
Name:
Michael McDonnell
  
Title:
Chief Financial Officer, Management Company

May 18, 2021


Page 13 of 13