CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
2
of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Canada Pension Plan Investment
Board
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
1,569,600
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8
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SHARED VOTING POWER
15,468,826
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9
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SOLE DISPOSITIVE POWER
1,569,600
|
10
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SHARED DISPOSITIVE POWER
15,468,826
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
17,038,426
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12
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.9%
(1)
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14
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
|
(1) Based on a total of 219,391,845
shares of Common Stock of the issuer outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the issuer
with the Securities and Exchange Commission on May 26, 2017.
CUSIP No. 74876Y101
|
SCHEDULE 13D
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Page
3
of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
CPP Investment Board Private
Holdings, Inc.
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,462,226
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
15,462,226
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
15,462,226
|
12
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.0%
(2)
|
14
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
|
(2) Based on a total of 219,391,845
shares of Common Stock of the issuer outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the issuer
with the Securities and Exchange Commission on May 26, 2017.
CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
4
of 9 Pages
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Explanatory Note
This Amendment
No. 1 (this “
Amendment No. 1
”) to Schedule 13D is being filed to reflect the sale of shares (the “
Common
Shares
”) of common stock, par value $0.01 per share, of Quintiles IMS Holdings, Inc., a Delaware corporation (the “
Issuer
”)
by CPP Investment Board Private Holdings, Inc. (“
CPPIB-PHI
”). Such sale was made in connection with an underwritten
secondary offering pursuant to a prospectus supplement filed by the Issuer on May 26, 2017 (the “
Offering
”).
Unless otherwise
indicated, all references to “$” in this Schedule 13D are to U.S. dollars.
Information
reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained
in this Amendment No. 1.
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Item 2.
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Identity and Background
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The last paragraph
of Item 2 of the original Schedule 13D is hereby amended and replaced with the following, and Schedule I of the original Schedule
13D is hereby amended and replaced with Schedule I attached hereto:
In accordance
with the provisions of General Instruction C to Schedule 13D, with respect to each Reporting Person, information concerning the
name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors
and each person controlling such Reporting Person (collectively, the “
Covered Persons
”), required by Item 2
of Schedule 13D, is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge,
none of the Covered Persons listed on
Schedule I
has been, during the last five years, (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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Item 4.
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Purpose of Transaction
|
Item 4 of Schedule
13D is hereby supplemented as follows:
In connection
with the Offering, CPPIB-PHI agreed to sell an aggregate of 2,377,055 Common Shares owned by CPPIB-PHI at a price of $84.01 per
Common Share for an aggregate purchase price of $199,696,391 pursuant to that certain Underwriting Agreement, dated as of May
24, 2017 among the Issuer, Morgan Stanley & Co. LLC, CPPIB-PHI and certain other selling stockholders of the Issuer. The Offering
closed on May 31, 2017.
In connection
with the Offering, and as required under the Underwriting Agreement, CPPIB-PHI entered into a lock-up letter agreement with Morgan
Stanley & Co. LLC, dated May 24, 2017 (the “
Lock-Up Agreement
”). Pursuant to the Lock-Up Agreement, CPPIB-PHI
agreed that, with limited exceptions, it will not, without the prior written consent of the underwriter, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares, or any securities convertible
into or exercisable or exchangeable for Common Shares, beneficially owned (as such term is used in Rule 13d-3 under the Exchange
Act) by it or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Shares (regardless of whether any of these transactions described in clause (i) or (ii)
above are to be settled by the delivery of Common Shares or such other securities, in cash or otherwise) or (iii) make any demand
for or exercise any right with respect to the registration of any Common Shares or any security convertible into or exercisable
for Common Shares.
The foregoing
summary of the Underwriting Agreement and the Lock-Up Agreement is qualified, respectively, by reference to the actual text of
the Underwriting Agreement and the Lock-Up Agreement. A copy of the Underwriting Agreement is filed as Exhibit 99.3 hereto and
is hereby incorporated by reference in its entirety in response to this Item 4. A copy of the form of Lock-Up Agreement is filed
as Exhibit 99.4 hereto and is hereby incorporated by reference in its entirety in response to this Item 4.
CUSIP No. 74876Y101
|
SCHEDULE 13D
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Page
5
of 9 Pages
|
|
Item 5.
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Interest in Securities
of the Issuer
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Items 5(a)-(b)
of Schedule 13D are hereby amended and replaced in its entirety as follows:
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(a)-(b)
|
See items 7 to 11 and 13 on pages
2 and 3 of this Schedule 13D.
|
CPPIB beneficially owns
17,038,426 Common Shares, representing approximately 7.9% of the outstanding Common Shares. CPPIB-PHI beneficially owns 15,462,226
Common Shares, representing approximately 7.0% of the outstanding Common Shares. Such percentages are calculated based on a total
of 219,391,845 Common Shares outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the Issuer with
the Securities and Exchange Commission on May 26, 2017.
CPPIB-PHI
directly owns 15,462,226 Common Shares and CPPIB is an indirect beneficial owner of such Common Shares owned by CPPIB-PHI. CPPIB-PHI
and CPPIB have shared voting power and shared dispositive power with respect to such 15,462,226 Common Shares.
In addition,
CPPIB directly owns 1,569,600 Common Shares, with respect to which it has sole voting power and sole dispositive power, and indirectly
owns 6,600 Common Shares through CPPIB MAP Cayman SPC, a wholly-owned subsidiary of CPPIB, with respect to which it has shared
voting power and shared dispositive power. The 6,600 Common Shares directly owned by CPPIB MAP Cayman SPC are subject to investment
management agreements with an unaffiliated investment manager who may be deemed to have direct voting and investment power and
dispositive power with respect to such shares.
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 Common Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each Reporting Person
disclaims beneficial ownership of any of the Issuer’s securities owned by any member of the Group, other than the securities
covered by this Schedule 13D, as listed in items 7-11 on pages 2 and 3 of this Schedule 13D.
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Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of Schedule
13D is hereby supplemented as follows:
The information
set forth in Item 4 above is hereby incorporated by reference in response to this Item 6.
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Item 7.
|
Material to be Filed as
Exhibits.
|
|
Exhibit 99.3
|
|
Underwriting Agreement, dated
May 24, 2017 (incorporated by reference to Exhibit 1.1 to the Issuer’s Report on Form 8-K filed with the Securities
and Exchange Commission on May 31, 2017)
|
|
Exhibit 99.4
|
|
Form of Lock-Up Agreement
(incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Report on Form 8-K filed with the Securities
and Exchange Commission on May 31, 2017)
|
CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
6
of 9 Pages
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SIGNATURES
After reasonable
inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: June 6, 2017
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CANADA PENSION
PLAN INVESTMENT BOARD
|
|
|
|
|
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By:
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/s/
Patrice Walch-Watson
|
|
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Name: Patrice Walch-Watson
|
|
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Title Senior Managing Director, General Counsel
& Corporate Secretary
|
|
|
|
|
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CPP
INVESTMENT BOARD PRIVATE HOLDINGS, INC.
|
|
|
|
|
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By:
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/s/ Pierre Abinakle
|
|
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Name: Pierre Abinakle
|
|
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Title: Director & Secretary
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CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
7
of 9 Pages
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SCHEDULE
I
Directors
of CPPIB
Heather
Munroe-Blum
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
Ian
A. Bourne
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
Robert
L. Brooks
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada, Ireland
Ashleigh
Everett
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
Tahira
Hassan
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada, Pakistan
Douglas
W. Mahaffy
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
John
Montalbano
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
Mary
Phibbs
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Great Britain, Australia
Karen
Sheriff
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada, United States
Jackson
Tai
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
United States
CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
8
of 9 Pages
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Kathleen
Taylor
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada
Jo
Mark Zurel
c/o
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal
Occupation: Director
Citizenship:
Canada, South Africa
Executive
Officers of CPPIB
Mark Machin
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President
& Chief Executive Officer
Citizenship: Great Britain
Alain Carrier
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Head of International, Head of Europe
Citizenship: Canada and Great Britain
Edwin D. Cass
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Chief Investment Strategist
Citizenship: Canada
Graeme Eadie
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Global Head of Real Assets
Citizenship: Canada
Shane Feeney
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Global Head of Private Investments
Citizenship: Canada
Pierre Lavallée
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Global Head of Investment Partnerships
Citizenship: Canada
Michel Leduc
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Global Head of Public Affairs and Communications
Citizenship: Canada
Mary Sullivan
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Chief Talent Officer
Citizenship: Canada
CUSIP No. 74876Y101
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SCHEDULE 13D
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Page
9
of 9 Pages
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Patrice Walch-Watson
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director, General Counsel & Corporate Secretary
Citizenship: Canada
Benita M. Warmbold
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Chief Financial Officer
Citizenship: Canada, Germany
Eric M. Wetlaufer
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Global Head of Public Market Investments
Citizenship: United States
Nicholas Zelenczuk
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing
Director & Chief Operations Officer
Citizenship: Canada
Directors
of CPPIB-PHI
Karen Rowe
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director,
Head of Investment Finance, CPPIB
Citizenship: Canada
Pierre Abinakle
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director,
Legal, CPPIB
Citizenship: Canada
Officers
of CPPIB-PHI
Mark Machin
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President
& Chief Executive Officer, CPPIB
Citizenship: Great Britain
Karen Rowe
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Managing Director,
Head of Investment Finance, CPPIB
Citizenship: Canada
Pierre Abinakle
c/o Canada Pension Plan Investment
Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director,
Legal, CPPIB
Citizenship: Canada