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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Medpace Limited Partnership

(Last) (First) (Middle)
EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)
ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Medpace Holdings, Inc. [ MEDP ]
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)
08/22/2017
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 08/22/2017 S 2,000,000 D $30.27 20,999,997 I See footnotes(1)(2)
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*
Medpace Limited Partnership

(Last) (First) (Middle)
EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)
ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Medpace GP Ltd

(Last) (First) (Middle)
EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)
ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cinven Capital Management (V) General Partner Ltd

(Last) (First) (Middle)
EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)
ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cinven Capital Management (V) Limited Partnership Inc

(Last) (First) (Middle)
EAST WING, TRAFALGAR COURT, LES BANQUES

(Street)
ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Common Stock reported herein are held of record by Medpace Limited Partnership. Cinven Capital Management (V) General Partner Limited ("Cinven MGP") is the Managing General Partner of Cinven Capital Management (V) Limited Partnership Incorporated ("GPLP"), which is the Managing General Partner of a majority of the stockholders of Medpace GP Limited ("Medpace GP"), which is the general partner of Medpace Limited Partnership. The board of directors of Medpace GP has voting and investment discretion with respect to the shares held of record by Medpace Limited Partnership. Cinven MGP, as Managing General Partner of the Managing General Partner of a majority of the stockholders of Medpace GP, indirectly controls Medpace GP.
2. (Continued from Footnote 1) Decisions of Cinven MGP are taken by its board of directors, which is comprised of Robin Hall, Brian Linden, Hayley Tanguy, John Boothman, Rupert Dorey, William Scott and Matthew Chick as Alternate Director. Each such director disclaims beneficial ownership of the shares reported herein.
Remarks:
Medpace Limited Partnership, acting through its general partner, Medpace GP Limited, By: /s/ Matthew Chick, Director 08/22/2017
Medpace GP Limited, By: /s/ Matthew Chick, Director 08/22/2017
Cinven Capital Management (V) General Partner Limited By: /s/ Hayley Tanguy, Director 08/22/2017
Cinven Capital Management (V) Limited Partnership Incorporated By: /s/ Hayley Tanguy, Director 08/22/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.