Sec Form 4 Filing - CPP Investment Board Private Holdings, Inc. @ Quintiles IMS Holdings, Inc. - 2017-08-28

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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
CPP Investment Board Private Holdings, Inc.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE QUEEN STREET EAST,, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2017
(Street)
TORONTO, A6M5C 2W5
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 stock, $0.001 par value per share 08/28/2017 S 1,739,415 D $ 97.33 13,722,811 D ( 1 )
Common stock, $0.001 par value per share 08/28/2017 S 1,739,415 D $ 97.33 13,729,411 I See Footnote ( 2 )
Common stock, $0.001 par value per share 08/28/2017 S 1,739,415 D $ 97.33 1,569,600 D ( 3 )
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
CPP Investment Board Private Holdings, Inc.
ONE QUEEN STREET EAST,
SUITE 2500
TORONTO, A6M5C 2W5
X
CANADA PENSION PLAN INVESTMENT BOARD
ONE QUEEN STREET EAST,
SUITE 2500
TORONTO, A6M5C 2W5
X
Signatures
/s/ Eric Wetlaufer, Title: Authorized Signatory of CPP Investment Board Private Holdings, Inc. 08/30/2017
Signature of Reporting Person Date
/s/ Eric Wetlaufer, Title: Senior Managing Director & Global Head of Public Market Investments of Canada Pension Plan Investment Board 08/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported on this row are directly owned by CPP Investment Board Private Holdings, Inc. ("CPPIB-PHI").
( 2 )The securities reported on this row are indirectly owned by Canada Pension Plan Investment Board ("CPPIB") and consist of (i) 13,722,811 shares of the issuer directly owned by CPPIB-PHI, a wholly-owned subsidiary of CPPIB, and (ii) 6,600 shares of the issuer owned by CPPIB MAP Cayman SPC, a wholly-owned subsidiary of CPPIB. CPPIB-PHI has no beneficial ownership over the 6,600 shares of common stock held indirectly by CPPIB through CPPIB MAP Cayman SPC.
( 3 )The disposed securities reported on this row reflect a disposition of indirect ownership by CPPIB as a result of the disposition of 1,739,415 shares of the issuer by CPPIB-PHI. CPPIB directly owns 1,569,600 shares of the issuer and the disposed securities reported on this Form 4 do not include any securities directly owned by CPPIB. CPPIB-PHI has no beneficial ownership over the issuer's securities that are directly owned by CPPIB.

Remarks:
CPPIB-PHI is party to a Shareholders Agreement, dated as of May 3, 2016, by and among the issuer and certain shareholders of the issuer. Pursuant to such Shareholders Agreement, CPPIB-PHI and certain other shareholders of the issuer agreed, among other things, to vote their respective shares of the issuer's common stock in favor of certain individuals designated to the issuer's board of directors in accordance with the terms and conditions thereof. As a result of the Shareholders Agreement, the reporting persons may be deemed to be members of a group (the "Group") holding over 10% of the outstanding shares of common stock of the issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities of the issuer owned by any member of the Group, other than the securities reported in Table I of this Form 4.

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