0001595262-16-000059.txt : 20161003 0001595262-16-000059.hdr.sgml : 20161003 20161003185145 ACCESSION NUMBER: 0001595262-16-000059 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: Wolfe Clinton James CENTRAL INDEX KEY: 0001630315 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36381 FILM NUMBER: 161916907 MAIL ADDRESS: STREET 1: 100 IMS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-10-03 1 0001595262 IMS Health Holdings, Inc. IMS 0001630315 Wolfe Clinton James C/O IMS HEALTH HOLDINGS, INC. 83 WOOSTER HEIGHTS ROAD DANBURY CT 06810 0 1 0 0 VP, Human Resources Common Stock 2016-10-03 4 A 0 5981 A 5981 D Common Stock 2016-10-03 4 A 0 7463 A 13444 D Common Stock 2016-10-03 4 D 0 13444 D 0 D Employee Stock Option (right to buy) 10.00 2016-10-03 4 D 0 16000 D 2012-02-26 2020-03-15 Common Stock 16000 0 D Employee Stock Option (right to buy) 5.80 2016-10-03 4 D 0 6000 D 2013-02-26 2020-03-15 Common Stock 6000 0 D Employee Stock Option (right to buy) 3.20 2016-10-03 4 D 0 8000 D 2015-02-26 2020-03-15 Common Stock 8000 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 6000 D 2016-02-13 2023-02-13 Common Stock 6000 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 2400 D 2023-02-13 Common Stock 2400 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 1600 D 2023-02-13 Common Stock 1600 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 3371 D 2016-02-10 2025-02-10 Common Stock 3371 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 10113 D 2025-02-10 Common Stock 10113 0 D Stock Appreciation Right 23.00 2016-10-03 4 D 0 16613 D 2026-02-02 Common Stock 16613 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 5,018 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, 5,981 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 2,296 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 5,420 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, 7,463 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 2,865 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 5,162 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 6,144 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 2,304 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 3,072 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 2,304 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. This option vests in two annual installments beginning on February 13, 2017. This option was assumed by Quintiles in the merger and replaced with an option to purchase 921 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. On February 13, 2013, the reporting person was granted a performance-based option to purchase 4,000 shares of issuer common stock. This option vests in five equal annual installments beginning February 13, 2014, subject to achievement of certain performance criteria for each of the fiscal years ending December 31, 2013, 2014, 2015, 2016, and 2017. In connection with the merger, the performance criteria was achieved resulting in 1,600 options earned. 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 614 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 1,294 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 3,883 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 6,379 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share. /s/ Harvey A. Ashman, Attorney-in-Fact 2016-10-03