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^*

Chu Robert

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Technology Solutions

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		9,569	A	⁽¹⁾⁽²⁾	35,789	D
Common Stock	10/03/2016		A		11,942	A	⁽³⁾	47,731	D
Common Stock	10/03/2016		D		47,731	D	⁽⁴⁾	0	D

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	10/03/2016		D			22,000	02/26/2012	03/15/2020	Common Stock	22,000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$5.8	10/03/2016		D			11,000	02/26/2013	03/15/2020	Common Stock	11,000	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$3.2	10/03/2016		D			22,000	02/26/2015	03/15/2020	Common Stock	22,000	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$10.9	10/03/2016		D			27,000	07/01/2016	07/01/2023	Common Stock	27,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$10.9	10/03/2016		D			10,800	⁽⁹⁾	07/01/2023	Common Stock	10,800	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$10.9	10/03/2016		D			7,200	⁽⁹⁾	07/01/2023	Common Stock	7,200⁽¹¹⁾	⁽¹²⁾	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			5,393	02/10/2016	02/10/2025	Common Stock	5,393	⁽¹³⁾	0	D
Stock Appreciation Right	$25.02	10/03/2016		D			16,181	⁽¹⁴⁾	02/10/2025	Common Stock	16,181	⁽¹⁵⁾	0	D
Stock Appreciation Right	$23	10/03/2016		D			26,581	⁽¹⁶⁾	02/02/2026	Common Stock	26,581	⁽¹⁷⁾	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 8,028 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, 9,569 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 3,674 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 8,673 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, 11,942 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 4,585 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 18,328 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.

5. This option was assumed by Quintiles in the merger and replaced with an option to purchase 8,448 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.

6. This option was assumed by Quintiles in the merger and replaced with an option to purchase 4,224 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.

7. This option was assumed by Quintiles in the merger and replaced with an option to purchase 8,448 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.

8. This option was assumed by Quintiles in the merger and replaced with an option to purchase 10,368 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.

9. This option vests in two annual installments beginning on July 1, 2017.

10. This option was assumed by Quintiles in the merger and replaced with an option to purchase 4,147 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.

11. On July 1, 2013, the reporting person was granted a performance-based option to purchase 18,000 shares of issuer common stock. This option vests in five equal annual installments beginning July 1, 2014, subject to the 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 the option vesting with respect to 7,200 shares of issuer common stock. The performance-based option was assumed by Quintiles in the merger and replaced with a time-based option.

12. This performance-based option was assumed by Quintiles in the merger and replaced with a time-based option to purchase 2,764 shares of Quintiles IMS Holdings, Inc. common stock at a price of $28.39 per share.

13. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,070 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

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

15. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,213 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.

16. This stock appreciation right vests in four annual installments beginning on February 02, 2017.

17. This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 10,207 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.

Remarks:

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