0001595262-16-000065.txt : 20161003 0001595262-16-000065.hdr.sgml : 20161003 20161003185531 ACCESSION NUMBER: 0001595262-16-000065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161003 FILED AS OF DATE: 20161003 DATE AS OF CHANGE: 20161003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMS Health Holdings, Inc. CENTRAL INDEX KEY: 0001595262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 203-448-4600 MAIL ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHMAN HARVEY A. CENTRAL INDEX KEY: 0001473600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36381 FILM NUMBER: 161916915 MAIL ADDRESS: STREET 1: 901 MAIN AVENUE, SUITE 612 CITY: NORWALK STATE: CT ZIP: 06851 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-10-03 1 0001595262 IMS Health Holdings, Inc. IMS 0001473600 ASHMAN HARVEY A. C/O IMS HEALTH HOLDINGS, INC. 83 WOOSTER HEIGHTS ROAD DANBURY CT 06810 0 1 0 0 See Remarks Common Stock 2016-10-03 4 A 0 3587 A 29086 D Common Stock 2016-10-03 4 A 0 4478 A 33564 D Common Stock 2016-10-03 4 D 0 33564 D 0 D Employee Stock Option (right to buy) 10.00 2016-10-03 4 D 0 80000 D 2012-02-26 2020-03-15 Common Stock 80000 0 D Employee Stock Option (right to buy) 5.80 2016-10-03 4 D 0 40000 D 2013-02-26 2020-03-15 Common Stock 40000 0 D Employee Stock Option (right to buy) 3.20 2016-10-03 4 D 0 80000 D 2015-02-26 2020-03-15 Common Stock 80000 0 D Employee Stock Option (right to buy) 9.80 2016-10-03 4 D 0 5000 D 2013-05-08 2022-05-08 Common Stock 5000 0 D Employee Stock Option (right to buy) 7.20 2016-10-03 4 D 0 15000 D 2016-05-08 2022-05-08 Common Stock 15000 0 D Employee Stock Option (right to buy) 7.20 2016-10-03 4 D 0 3000 D 2017-05-08 2022-05-08 Common Stock 3000 0 D Employee Stock Option (right to buy) 7.20 2016-10-03 4 D 0 2000 D 2017-05-08 2020-05-08 Common Stock 2000 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 2022 D 2016-02-10 2025-02-10 Common Stock 2022 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 6068 D 2025-02-10 Common Stock 6068 0 D Stock Appreciation Right 23.00 2016-10-03 4 D 0 9968 D 2026-02-02 Common Stock 9968 0 D 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. On February 10, 2015, the reporting person was granted 3,010 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, 3,587 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 1,377 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. On February 2, 2016, the reporting person was granted 3,252 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, 4,478 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 1,719 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. Disposed of pursuant to merger agreement in exchange for 12,888 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. This option was assumed by Quintiles in the merger and replaced with an option to purchase 30,720 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share. This option was assumed by Quintiles in the merger and replaced with an option to purchase 15,360 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share. This option was assumed by Quintiles in the merger and replaced with an option to purchase 30,720 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share. This option was assumed by Quintiles in the merger and replaced with an option to purchase 1,920 shares of Quintiles IMS Holdings, Inc. common stock at a price of $25.53 per share. This option was assumed by Quintiles in the merger and replaced with an option to purchase 5,760 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. This option was assumed by Quintiles in the merger and replaced with an option to purchase 1,152 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. On May 8, 2012, the reporting person was granted a performance-based option to purchase 10,000 shares of common stock. This option vests in five equal annual installments beginning May 8, 2013, subject to the achievement of certain performance criteria for each of the fiscal years ending December 31, 2012, 2013, 2014, 2015, and 2016. In connection with the merger, the performance criteria was achieved resulting in the option vesting with respect to 2,000 shares of issuer common stock. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option. This option was assumed by Quintiles in the merger and replaced with an option to purchase 768 shares of Quintiles IMS Holdings, Inc. common stock at a price of $18.75 per share. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 776 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share. This stock appreciation right vests in three annual installments beginning on February 10, 2017. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,330 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share. This stock appreciation right vests in four annual installments beginning on February 2, 2017. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 3,827 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share. Senior VP, General Counsel, External Affairs and Corporate Secretary /s/ Harvey A. Ashman 2016-10-03