Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ IMS Health Holdings, Inc. - 2015-05-12

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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
IMS Health Holdings, Inc. [ IMS]
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)
05/12/2015
(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 Stock 05/12/2015 S 26,967,858 D $ 26.675 ( 1 ) 132,741,526 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 05/12/2015 S 9,446,510 D $ 27.0875 123,295,016 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Date Exercisable
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) 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
TPG Advisors VI, 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
X
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
Signatures
/s/ Ronald Cami, Vice President,TPG Group Holdings (SBS) Advisors, Inc. (9) 05/14/2015
Signature of Reporting Person Date
/s/ Ronald Cami, Vice President, TPG Advisors VI, Inc. (9) 05/14/2015
Signature of Reporting Person Date
/s/ Ronald Cami, on behalf of David Bonderman (9)(10) 05/14/2015
Signature of Reporting Person Date
/s/ Ronald Cami, on behalf of James G. Coulter (9)(10) 05/14/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price represents the public offering price of $27.50 per share of common stock, par value $0.01 per share (each, a "Share"), of IMS Health Holdings, Inc. (the "Issuer"), less the underwriting discount of $0.825 per Share.
( 2 )David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Advisors VI, Inc. ("Advisors VI" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). 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, (ii) TPG GenPar VI Advisors, LLC and (iii) TPG Biotechnology GenPar III Advisors, LLC.
( 3 )TPG GenPar V Advisors, LLC is the general partner of TPG GenPar V, L.P., which is the general partner of each of (i) TPG Partners V, L.P., which directly holds 51,483,933 Shares, (ii) TPG FOF V-A, L.P., which directly holds 134,682 Shares, and (iii) TPG FOF V-B, L.P., which directly holds 108,604 Shares.
( 4 )TPG GenPar VI Advisors, LLC is the general partner of TPG GenPar VI, L.P., which is the general partner of TPG Partners VI, L.P., which directly holds 51,523,545 Shares.
( 5 )TPG Biotechnology GenPar III Advisors, LLC is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P., which directly holds 2,125,776 Shares.
( 6 )Advisors VI is the (i) general partner of TPG FOF VI SPV, L.P., which directly holds 203,674 Shares, and (ii) managing member of TPG Iceberg Co-Invest LLC (together with TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., TPG Partners VI, L.P., TPG Biotechnology Partners III, L.P. and TPG FOF VI SPV, L.P., the "TPG Funds"), which directly holds 17,714,802 Shares.
( 7 )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 of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
( 8 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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:
(9) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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