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*
Green Equity Investors V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 04/09/2014 S 1,881,569(1) D $20 21,028,085(2) D(3)(4)(5)
Common Stock 04/09/2014 S 564,426(6) D $20 6,307,919(7) D(3)(4)(8)
Common Stock 04/09/2014 S 17,904(9) D $20 200,096(10) D(3)(4)(11)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Green Equity Investors V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green Equity Investors Side V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GEI Capital V, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green V Holdings, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEONARD GREEN PARTNERS LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LGP MANAGEMENT INC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LGP Iceberg Coinvest, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of common stock of the Issuer ("Shares") sold by Green Equity Investors V, L.P. ("GEI V") in connection with the closing of the Issuer's initial public offering (the "IPO") and in connection with the exercise of an over-allotment option by the underwriters in the IPO.
2. Represents Shares owned by GEI V (the "GEI V Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
3. GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V" and, together with GEI V, the "GEI Funds"). Green V Holdings, LLC ("Holdings") is a limited partner of the GEI Funds. Leonard Green & Partners, L.P. ("LGP") is the management company of the GEI Funds, the Manager of LGP Iceberg Coinvest, LLC ("LGP Ice"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
4. GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of the GEI Funds and the Manager of LGP Ice, LGPM, as the general partner of LGP, GEIC, as the general partner of the GEI Funds, and Holdings, as a limited partner of the GEI Funds, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares and the Ice Shares, in the case of GEI V, the GEI Side V Shares and the Ice Shares, and in the case of LGP Ice, the GEI V Shares and the GEI Side V Shares) owned by the GEI Funds or LGP Ice and, therefore, a "ten percent holder" hereunder.
5. Each of GEI Side V, LGP Ice, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
6. Represents Shares sold by GEI Side V in connection with the closing of the IPO and in connection with the exercise of an over-allotment option by the underwriters in the Issuer's IPO.
7. Represents Shares owned by GEI Side V (the "GEI Side V Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
8. Each of GEI V, LGP Ice, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
9. Represents Shares sold by LGP Ice in connection with the closing of the IPO and in connection with the exercise of an over-allotment option by the underwriters in the Issuer's IPO.
10. Represents Shares owned by LGP Ice (the "Ice Shares"). These Shares are subject to a lock-up agreement and cannot be sold until September 30, 2014, unless such lock-up agreement is earlier waived or extended.
11. Each of GEI V, GEI Side V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Remarks:
Mr. John G. Danhakl is a member of the board of directors of the Issuer, and he is also a limited partner of LGP, which is the management company of the GEI Funds, the Manager of LGP Ice, and an affiliate of GEIC and Holdings (the "LGP Entities"). Accordingly, Mr. Danhakl may be deemed to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Cody L. Franklin, as attorney-in-fact 04/11/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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