Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ Quintiles Transnational Holdings Inc. - 2013-05-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TPG Group Holdings (SBS) Advisors, Inc.
2. Issuer Name and Ticker or Trading Symbol
Quintiles Transnational Holdings Inc. [ Q]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2013
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 05/14/2013 S 3,944,899 D $ 37.8 ( 1 ) 22,536,759 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former 10% Owner
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former 10% Owner
TPG Advisors III, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former 10% Owner
Signatures
/s/ Ronald Cami on behalf of David Bonderman (8)(9) 05/15/2013
Signature of Reporting Person Date
/s/ Ronald Cami on behalf of James G. Coulter (8)(9) 05/15/2013
Signature of Reporting Person Date
/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 05/15/2013
Signature of Reporting Person Date
/s/ Ronald Cami, Vice President, TPG Advisors III, Inc. (8) 05/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price represents the public offering price of $40.00 per share of Common Stock (each, a "Share") of Quintiles Transnational Holdings Inc. (the "Issuer") less the underwriters' discount of $2.20 per Share.
( 2 )David Bonderman and James G. Coulter are officers and sole shareholders of each of TPG Advisors III, Inc. ("Advisors III") and TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Advisors III and Messrs. Bonderman and Coulter, the "Reporting Persons").
( 3 )Advisors III is the general partner of TPG GenPar III, L.P., which is the general partner of TPG Partners III, L.P., which is the managing member of TPG Quintiles Holdco LLC ("Holdco I"), which directly holds 6,350,762 Shares.
( 4 )Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is the general partner of TPG Partners V, L.P., which is the managing member of each of TPG Quintiles Holdco II LLC ("Holdco II"), which directly holds 15,388,018 Shares, and TPG Quintiles Holdco IV LLC ("Holdco IV"), which directly holds 100,000 Shares, and (ii) TPG Biotechnology GenPar II Advisors, LLC, which is the general partner of TPG Biotechnology GenPar II, L.P., which is the general partner of TPG Biotechnology Partners II, L.P., which is the sole member of TPG Quintiles Holdco III LLC ("Holdco III" and, together with Holdco I, Holdco II and Holdco IV, the "TPG Funds"), which directly holds 697,979 Shares.
( 5 )Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.
( 6 )The TPG Funds have entered into a Shareholders Agreement, dated as of January 22, 2008 (as supplemented and amended, the "Shareholders Agreement"), with certain other holders (the "Holders") of Shares. Because of the relationship between the TPG Funds and the Holders as a result of the Shareholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the 63,725,063 Shares held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Shares held by the Holders.
( 7 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.(9) Ronald Cami is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.

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