SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

IMS Health Holdings, Inc.

(Last)

(First)

(Middle)

83 WOOSTER HEIGHTS ROAD

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2016

3. Issuer Name and Ticker or Trading Symbol
Quintiles Transnational Holdings Inc. [ Q ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. IMS Health Holdings Inc. ("IMS Health") may be deemed to have beneficial ownership of 29,881,714 shares of common stock, par value $0.01 per share of the Issuer (the "Shares") held by Dr. Dennis B. Gillings, CBE, and certain affiliates of Bain Capital Investors, LLC and TPG Global, LLC (each of the foregoing, a "Shareholder" and together, the "Shareholders") as a result of entering into Voting Agreements (the "Voting Agreements"), dated as of May 3, 2016, with each Shareholder. Pursuant to the Voting Agreements, each Shareholder agreed to support the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger, by voting all Shares over which such Shareholder has voting power in favor of the Transactions. Each Shareholder also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions.

2. (Continued from Footnote 1) Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by IMS Health that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.

3. On May 3, 2016, IMS Health and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which IMS Health will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger.

4. IMS Health does not have any pecuniary interest in any of the Shares.

Remarks:

	/s/ Harvey A. Ashman, Senior Vice President, General Counsel and External Affairs	05/13/2016
	** 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 5 (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.
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