0001595262-16-000062.txt : 20161003 0001595262-16-000062.hdr.sgml : 20161003 20161003185338 ACCESSION NUMBER: 0001595262-16-000062 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: Chu Robert CENTRAL INDEX KEY: 0001638854 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36381 FILM NUMBER: 161916910 MAIL ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD STREET 2: 5TH FLOOR CITY: DANBURY STATE: CT ZIP: 06810 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-10-03 1 0001595262 IMS Health Holdings, Inc. IMS 0001638854 Chu Robert C/O IMS HEALTH HOLDINGS, INC. 83 WOOSTER HEIGHTS ROAD DANBURY CT 06810 0 1 0 0 SVP, Technology Solutions Common Stock 2016-10-03 4 A 0 9569 A 35789 D Common Stock 2016-10-03 4 A 0 11942 A 47731 D Common Stock 2016-10-03 4 D 0 47731 D 0 D Employee Stock Option (right to buy) 10.00 2016-10-03 4 D 0 22000 D 2012-02-26 2020-03-15 Common Stock 22000 0 D Employee Stock Option (right to buy) 5.80 2016-10-03 4 D 0 11000 D 2013-02-26 2020-03-15 Common Stock 11000 0 D Employee Stock Option (right to buy) 3.20 2016-10-03 4 D 0 22000 D 2015-02-26 2020-03-15 Common Stock 22000 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 27000 D 2016-07-01 2023-07-01 Common Stock 27000 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 10800 D 2023-07-01 Common Stock 10800 0 D Employee Stock Option (right to buy) 10.90 2016-10-03 4 D 0 7200 D 2023-07-01 Common Stock 7200 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 5393 D 2016-02-10 2025-02-10 Common Stock 5393 0 D Stock Appreciation Right 25.02 2016-10-03 4 D 0 16181 D 2025-02-10 Common Stock 16181 0 D Stock Appreciation Right 23.00 2016-10-03 4 D 0 26581 D 2026-02-02 Common Stock 26581 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 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. 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. 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. 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. 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. 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. 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. This option vests in two annual installments beginning on July 1, 2017. 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. 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. 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. 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. 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 6,213 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 02, 2017. 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. /s/ Harvey A. Ashman, Attorney-in-fact 2016-10-03