SEC FORM 4

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

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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^*

CPP Investment Board Private Holdings, Inc.

(Last)

(First)

(Middle)

ONE QUEEN STREET EAST,

SUITE 2500

(Street)

TORONTO

M5C 2W5

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.001 par value per share	10/03/2016		J		46,456,461	D	⁽¹⁾	0	D
Common stock, $0.001 par value per share	10/03/2016		J		46,456,461	D	⁽¹⁾	0	I	See footnotes (1) and⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CPP Investment Board Private Holdings, Inc.

(Last)

(First)

(Middle)

ONE QUEEN STREET EAST,

SUITE 2500

(Street)

TORONTO

M5C 2W5

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CANADA PENSION PLAN INVESTMENT BOARD

(Last)

(First)

(Middle)

ONE QUEEN STREET EAST

SUITE 2500

(Street)

TORONTO

M5C 2W5

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. According to a Form 8-K filed by the issuer on October 3, 2016, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 3, 2016, between the issuer and Quintiles Transnational Holdings Inc. ("Quintiles"), the issuer merged with and into Quintiles, with Quintiles surviving the merger. Upon the consummation of such merger, each issued and outstanding share of the issuer's common stock was converted into the right to receive 0.3840 of a share of Quintiles' common stock, subject to the terms and conditions of such Agreement and Plan of Merger.

2. This Form 4 is being filed jointly by CPP Investment Board Private Holdings, Inc. ("CPPIB-PHI") and Canada Pension Plan Investment Board ("CPPIB"). CPPIB-PHI directly owned the securities reported on this Form 4. CPPIB-PHI is a wholly-owned subsidiary of CPPIB, and accordingly, CPPIB was an indirect beneficial owner of such securities.

	/s/ Patrice Walch-Watson Name: Patrice Walch-Watson, Title: Authorized Signatory	10/04/2016
	/s/ Patrice Walch-Watson Name: Patrice Walch-Watson, Title: Senior Managing Director, General Counsel & Corporate Secretary	10/04/2016
	** 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 4 (b)(v).
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