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*
Avista Capital Partners II GP, LLC

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INC Research Holdings, Inc. [ INCR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015
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
Class A Common Stock, par value $0.01 per share(1) 12/07/2015 S 3,065,291(2) D $45(4) 12,293,785 I Affiliated Funds(1)
Class A Common Stock, par value $0.01 per share(1) 12/07/2015 S 1,532,646(3) D $45 10,761,139 I Affiliated Funds(1)
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*
Avista Capital Partners II GP, LLC

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners II, L.P.

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) II, L.P.

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) II-A, LP

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACP INC Research Co-Invest, LLC

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INC Research Mezzanine Co-Invest, LLC

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
Explanation of Responses:
1. Avista Capital Partners II GP, LLC ultimately exercises voting and dispositive power over the shares held by Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, L.P., ACP INC Research Co-Invest, LLC and INC Research Mezzanine Co-Invest, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities so disclaimed for purposes of Section 16 or for any other purpose.
2. The shares were sold by the reporting person in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on December 2, 2015.
3. The shares were sold by the reporting person in a privately negotiated share repurchase transaction with the issuer.
4. Represents public offering price of $45.00 per share.
Remarks:
/s/ Ben Silbert, Chief Administrative Officer & General Counsel 12/08/2015
** 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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