0001193125-14-055152.txt : 20140214 0001193125-14-055152.hdr.sgml : 20140214 20140214170758 ACCESSION NUMBER: 0001193125-14-055152 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: GF INVESTMENT ASSOCIATES LP GROUP MEMBERS: GFEF LIMITED PARTNERSHIP GROUP MEMBERS: GILLINGS FAMILY FOUNDATION GROUP MEMBERS: GILLINGS LIMITED PARTNERSHIP GROUP MEMBERS: MIREILLE GILLINGS, PH.D. GROUP MEMBERS: SUSAN GILLINGS GROSS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quintiles Transnational Holdings Inc. CENTRAL INDEX KEY: 0001478242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 271341991 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87907 FILM NUMBER: 14618968 BUSINESS ADDRESS: STREET 1: 4820 EMPEROR BLVD. CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919-998-2000 MAIL ADDRESS: STREET 1: 4820 EMPEROR BLVD. CITY: DURHAM STATE: NC ZIP: 27703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILLINGS DENNIS B PH D CENTRAL INDEX KEY: 0000939158 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 d679870dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2

(Amendment No.     )*

 

 

QUINTILES TRANSNATIONAL HOLDINGS INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

74876Y101

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

Dennis B. Gillings, CBE

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

21,128,200 (1)

   6   

SHARED VOTING POWER

 

1,025,486 (2)

   7   

SOLE DISPOSITIVE POWER

 

21,128,200 (1)

   8   

SHARED DISPOSITIVE POWER

 

1,025,486 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,153,686 (1) (2) (3)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (3)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.9% (4)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Includes 1,000,000 shares of common stock underlying stock options exercisable within 60 days of December 31, 2013 held by Dr. Gillings.
(2) Includes the following shares over which Dr. Gillings may be deemed to exercise shared voting and investment control: 713,699 shares held by the Gillings Limited Partnership, of which Dr. Gillings is the general partner; 148,231 shares held by the GFEF Limited Partnership, of which Dr. Gillings is the general partner; and 163,556 shares held by The Gillings Family Foundation, of which Dr. Gillings is the president and director. Dr. Gillings disclaims beneficial ownership of all shares of common stock held by such persons, except to the extent of his pecuniary interest therein.
(3) Amounts reported for Dr. Gillings do not include any shares of common stock beneficially owned by the other parties to the Shareholders Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. Dr. Gillings disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(4) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014, as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 2


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

Mireille Gillings, Ph.D.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,153,686 (1) (2)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (2)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.9% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Dr. Mireille Gillings is married to Dr. Gillings and, as such, may be deemed a beneficial owner of the shares beneficially owned by Dr. Gillings. Dr. Mireille Gillings disclaims beneficial ownership of all shares beneficially owned by Dr. Gillings, except to the extent of her pecuniary interest therein.
(2) Amounts reported for Dr. Mireille Gillings do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. Dr. Mireille Gillings disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(3) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014, as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 3


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

Susan Gillings Gross

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

39,678 (1)

   6   

SHARED VOTING POWER

 

2,656,897 (2)

   7   

SOLE DISPOSITIVE POWER

 

39,678 (1)

   8   

SHARED DISPOSITIVE POWER

 

2,656,897 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,696,575 (1) (2) (3)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (3)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.1% (4)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Ms. Gross directly holds 39,678 shares.
(2) Ms. Gross may be deemed to beneficially own 2,656,897 shares held by GF Investment Associates LP by virtue of her position as manager of GF Association LLC, the general partner of GF Investment Associates LP. Ms. Gross disclaims beneficial ownership of all shares of common stock held by GF Investment Associates LP, except to the extent of her pecuniary interest therein.
(3) Amounts reported for Ms. Gross do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. Ms. Gross disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(4) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014 as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 4


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

GF Investment Associates LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,656,897

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,656,897

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,656,897 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (1)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.0% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) Amounts reported for GF Investment Associates LP do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. GF Investment Associates LP disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(2) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014, as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014

 

Page 5


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

Gillings Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

713,699

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

713,699

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

713,699 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (1)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.5% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) Amounts reported for Gillings Limited Partnership do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. Gillings Limited Partnership disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(2) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014 as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 6


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

GFEF Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

148,231

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

148,231

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

148,231 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (1)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1) Amounts reported for GFEF Limited Partnership do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. GFEF Limited Partnership disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(2) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014 as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 7


CUSIP No. 74876Y101  

 

  1   

NAMES OF REPORTING PERSONS

 

The Gillings Family Foundation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

163,556

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

163,556

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

163,556 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

x (1)

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) Amounts reported for The Gillings Family Foundation do not include any shares of common stock beneficially owned by the other parties to the Shareholder Agreement (See item 4 below), except to the extent disclosed in this Schedule 13G. The Gillings Family Foundation disclaims beneficial ownership of any shares of common stock beneficially owned by such persons, except to the extent disclosed in this Schedule 13G.
(2) Based on 129,842,707 shares of common stock outstanding as of February 6, 2014 as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014.

 

Page 8


Item 1(a).    Name of Issuer:
   Quintiles Transnational Holdings Inc.
Item 1(b).    Address of Issuer’s Principal Executive Offices:
   4820 Emperor Boulevard
   Durham, North Carolina 27703
Item 2(a).    Name of Person Filing:
  

Dennis B. Gillings, CBE (“Dr. Gillings”)

Mireille Gillings, Ph.D. (“Dr. Mireille Gillings”)

Susan Gillings Gross (“Ms. Gross”)

GF Investment Associates LP

Gillings Limited Partnership

GFEF Limited Partnership

The Gillings Family Foundation

Item 2(b).    Address of Principal Business Office or, if none, Residence:
  

4820 Emperor Boulevard

Durham, North Carolina 27703

Item 2(c).    Citizenship:
   All reporting persons that are individuals are citizens of the Unites States.
   GF Investment Associates LP is a Delaware limited partnership. Gillings Limited Partnership and GFEF Limited Partnership are North Carolina limited partnerships. The Gillings Family Foundation is organized under the laws of North Carolina.
Item 2(d).    Title of Class of Securities:
   Common Stock, $0.01 par value per share
Item 2(e).    CUSIP Number:
   748767Y101
Item 3.    If this statement is filed pursuant to §§ 240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a:
   Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934 (the “Exchange Act”).
Item 4.    Ownership.
   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   (a)      Amount beneficially owned:
      Dennis B. Gillings, CBE    22,153,686    (1)(2)(5)
      Mireille Gillings, Ph.D.    22,153,686    (3)(5)
      Susan Gillings Gross    2,696,575    (4)(5)
      GF Investment Associates LP    2,656,897    (5)
      Gillings Limited Partnership    713,699    (5)
      GFEF Limited Partnership    148,231    (5)
      The Gillings Family Foundation    163,556    (5)

 

Page 9


(b)    Percent of class (based on 129,842,707 shares of common stock outstanding as of February 6, 2014, as disclosed on the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2014):
   Dennis B. Gillings, CBE    16.9%     (1)(2)(5)     
   Mireille Gillings, Ph.D.    16.9%     (3)(5)     
   Susan Gillings Gross    2.1%     (4)(5)     
   GF Investment Associates LP    2.0%     (5)     
   Gillings Limited Partnership    0.5%     (5)     
   GFEF Limited Partnership    0.1%     (5)     
   The Gillings Family Foundation    0.1%     (5)     

(c)

   Number of shares as to which the person has:
  

(i)

   Sole power to vote or to direct the vote:     
     

Dennis B. Gillings, CBE

       21,128,200      (1)
      Mireille Gillings, Ph.D.        0      (3)
      Susan Gillings Gross        39,678     
      GF Investment Associates LP        0     
      Gillings Limited Partnership        0     
      GFEF Limited Partnership        0     
      The Gillings Family Foundation        0     
  

(ii)

   Shared power to vote or to direct the vote    
      Dennis B. Gillings, CBE        1,025,486      (2)
      Mireille Gillings, Ph.D.        0      (3)
      Susan Gillings Gross        2,656,897      (6)
      GF Investment Associates LP        2,656,897      (6)
      Gillings Limited Partnership        713,699      (7)
      GFEF Limited Partnership        148,231      (7)
      The Gillings Family Foundation        163,556      (8)
  

(iii)

   Sole power to dispose or to direct the disposition of
     

Dennis B. Gillings, CBE

       21,128,200      (1)
     

Mireille Gillings, Ph.D.

       0      (3)
     

Susan Gillings Gross

       39,678     
     

GF Investment Associates LP

       0     
     

Gillings Limited Partnership

       0     
     

GFEF Limited Partnership

       0     
     

The Gillings Family Foundation

       0     
  

(iv)

   Shared power to dispose or to direct the disposition of    
     

Dennis B. Gillings, CBE

       1,025,486      (2)
     

Mireille Gillings, Ph.D.

       0      (3)
     

Susan Gillings Gross

       2,656,897      (6)
     

GF Investment Associates LP

       2,656,897      (6)
     

Gillings Limited Partnership

       713,699      (7)
     

GFEF Limited Partnership

       148,231      (7)
     

The Gillings Family Foundation

       163,556      (8)
            
            
            
            
            

 

Page 10


   (1)    Includes 1,000,000 shares of common stock underlying stock options exercisable within 60 days of December 31, 2013 held by Dr. Gillings.
   (2)    Includes the following shares over which Dr. Gillings may be deemed to exercise shared voting and investment control: 713,699 shares held by the Gillings Limited Partnership, of which Dr. Gillings is the general partner; 148,231 shares held by the GFEF Limited Partnership, of which Dr. Gillings is the general partner; and 163,556 shares held by The Gillings Family Foundation of which Dr. Gillings is the president and director. Dr. Gillings disclaims beneficial ownership of all shares of common stock held by such persons except to the extent of his pecuniary interest therein.
   (3)    Dr. Mireille Gillings, who is a director of the Issuer, is married to Dr. Gillings and as such may be deemed a beneficial owner of the shares beneficially owned by Dr. Gillings. Dr. Mireille Gillings disclaims beneficial ownership of all shares beneficially owned by Dr. Gillings, except to the extent of her pecuniary interest therein.
   (4)    Includes 39,678 shares held directly by Ms. Gross and 2,656,897 shares held by GF Investment Associates LP, by virtue of her position as manager of GF Association LLC, the general partner of GF Investment Associates LP. Ms. Gross disclaims beneficial ownership of all shares of common stock held by GF Investment Associates LP, except to the extent of her pecuniary interest therein.
   (5)    As more fully described in the Prospectus filed by the Issuer on May 9, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and constituting part of the Issuer’s Registration Statement on Form S-1 (File No. 333-186708) , the Reporting Persons are parties to a Shareholders Agreement, as amended (the “Shareholders Agreement”), by and among the Issuer, funds advised by Bain Capital Partners, LLC and their affiliates (“Bain Capital”), affiliates of TPG Global, LLC (the “TPG Funds”), and affiliates of 3i Corporation (“3i”). As described in more detail in the Prospectus, the parties to the Shareholders Agreement have agreed to vote their shares to elect members of the Board as set forth therein. In addition, the shareholders party to the Shareholders Agreement have agreed to satisfy rights of inclusion under which the transferring shareholder must coordinate sales with the other parties to the Shareholders Agreement in certain circumstances. The parties to the Shareholders Agreement may be deemed to be a group for the purposes of Section 13 of the Exchange Act, and the Reporting Persons may be deemed to beneficially own the shares held by the other parties to the Shareholders Agreement. Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of common stock held by the other parties to the Shareholders Agreement and the filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares.
   (6)    Ms. Gross is the manager of GF Association LLC, the general partner of GF Investment Associates LP and may be deemed to share voting and investment control over the shares held by GF Investment Associates LP.
   (7)    Dr. Gillings is the general partner of the Gillings Limited Partnership and the GFEF Limited Partnership and may be deemed to share voting and investment control over the shares held by these entities.
   (8)    Dr. Gillings is the president and director of The Gillings Family Foundation and may be deemed to share voting and investment control over the shares held by the foundation.
Item 5.    Ownership of Five Percent or Less of a Class.
   Not Applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   Not Applicable.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group.
   See Item 4.

 

Page 11


Item 9.    Notice of Dissolution of Group.
   Not Applicable.
Item 10.    Certifications.
   Not Applicable.

 

Page 12


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014

 

DENNIS B. GILLINGS, CBE
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings, CBE
MIREILLE GILLINGS, PH.D.
By:  

/s/ Mireille Gillings

Name:   Mireille Gillings, Ph.D.
SUSAN GILLINGS GROSS
By:  

/s/ Susan Gillings Gross

Name:   Susan Gillings Gross
GF INVESTMENT ASSOCIATES LP
By: GF Association LLC, its general partner
By:  

/s/ Susan Gillings Gross

Name:   Susan Gillings Gross
Title:   Sole Manager
GILLINGS LIMITED PARTNERSHIP
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   General Partner
GFEF LIMITED PARTNERSHIP
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   General Partner
THE GILLINGS FAMILY FOUNDATION
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   President

 

Page 13


MATERIALS TO BE FILED AS EXHIBITS

 

Exhibit 99.1    Joint Filing Agreement

 

Page 14

EX-99.1 2 d679870dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (1) the joint filing on behalf of each of them of a statement on Schedule 13G (including subsequent amendments thereto) with respect to the common stock, $0.01 par value, of Quintiles Transnational Holdings Inc. and (2) the inclusion of this Joint Filing Agreement as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is inaccurate. The Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 14th day of February, 2014.

 

DENNIS B. GILLINGS, CBE
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings, CBE
MIREILLE GILLINGS, PH.D.
By:  

/s/ Mireille Gillings

Name:   Mireille Gillings, Ph.D.
SUSAN GILLINGS GROSS
By:  

/s/ Susan Gillings Gross

Name:   Susan Gillings Gross
GF INVESTMENT ASSOCIATES LP
By: GF Association LLC, its general partner
By:  

/s/ Susan Gillings Gross

Name:   Susan Gillings Gross
Title:   Sole Manager
GILLINGS LIMITED PARTNERSHIP
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   General Partner
GFEF LIMITED PARTNERSHIP
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   General Partner
THE GILLINGS FAMILY FOUNDATION
By:  

/s/ Dennis B. Gillings

Name:   Dennis B. Gillings
Title:   President

 

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