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^*

Knightly Kevin C

(Last)

(First)

(Middle)

C/O QUINTILES IMS HOLDINGS, INC.

83 WOOSTER HEIGHTS ROAD

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Quintiles IMS Holdings, Inc. [ Q ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres Info & Tech 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		26,826	A	⁽¹⁾⁽²⁾	26,826	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)	$26.05	10/03/2016		A		46,080		02/26/2012	03/15/2020	Common Stock	46,080	⁽³⁾	46,080	D
Employee Stock Option (Right to Buy)	$15.11	10/03/2016		A		23,040		02/26/2013	03/15/2020	Common Stock	23,040	⁽⁴⁾	23,040	D
Employee Stock Option (Right to Buy)	$8.34	10/03/2016		A		23,040		02/26/2015	03/15/2020	Common Stock	23,040	⁽⁵⁾	23,040	D
Stock Appreciation Right	$65.16	10/03/2016		A		8,284		⁽⁶⁾	02/10/2025	Common Stock	8,284	⁽⁷⁾	8,284	D
Stock Appreciation Right	$59.9	10/03/2016		A		10,207		⁽⁸⁾	02/02/2026	Common Stock	10,207	⁽⁹⁾	10,207	D
Phantom Stock	⁽¹⁰⁾	10/03/2016		A		18,566		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	18,566	⁽¹⁾⁽¹¹⁾	18,566	D

Explanation of Responses:

1. On May 3, 2016, Quintiles Transnational Holdings Inc. ("Quintiles") and IMS Health Holdings, Inc. ("IMS Health") entered into an Agreement and Plan of Merger pursuant to which, on October 3, 2016, IMS Health merged with and into Quintiles (the "Merger"), the separate existence of IMS Health ceased and Quintiles continued as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc. ("Quintiles IMS Holdings"). The exchange ratio in the Merger was 0.3840 shares of Quintiles common stock for each share of IMS Health common stock. On the effective date of the Merger, the market value of Quintiles' common stock was $81.06 per share, and the market value of IMS Health's common stock was $31.34 per share.

2. Received in exchange for 69,866 shares of IMS Health common stock, restricted stock and restricted stock units in connection with the Merger.

3. Received in the Merger in exchange for a stock option to acquire 120,000 shares of IMS Health common stock for $10.00 per share.

4. Received in the Merger in exchange for a stock option to acquire 60,000 shares of IMS Health common stock for $5.80 per share.

5. Received in the Merger in exchange for a stock option to acquire 60,000 shares of IMS Health common stock for $3.20 per share.

6. This stock appreciation right vests in four annual installments, with the first installment having vested on February 10, 2016 and the remaining three installments vesting on February 10, 2017, 2018 and 2019.

7. Received in the Merger in exchange for a stock appreciation right to acquire 21,574 shares of IMS Health common stock for $25.02 per share.

8. This stock appreciation right vests in four annual installments beginning on February 2, 2017.

9. Received in the Merger in exchange for a stock appreciation right to acquire 26,581 shares of IMS Health common stock for $23.00 per share.

10. Represents notional shares held under the Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan payable upon the reporting person's termination of employment.

11. Received in the Merger in exchange for a notional share to purchase 48,349 shares of IMS Health common stock.

Remarks:

	/s/ James Erlinger III, Attorney-in-Fact for Kevin C. Knightly	10/05/2016
	** 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).
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