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NAMES OF REPORTING PERSONS

 



Canada Pension Plan Advance Board

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

 

(b) x

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

SOLE VOTING POWER

 

1,569,600

 

SHARED VOTING POWER

 

4,342,572

 

SOLE DISPOSITIVE POWER

 

1,569,600

 

SHARED DISPOSITIVE POWER

 

4,342,572

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,912,172

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0 % (1)

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1) Based on a absolute of 198,046,221 shares of Accepted Banal of the issuer (being 200,046,221 shares of Accepted Banal of the issuer outstanding as of November 20, 2018, beneath 2,000,000 shares of Common Banal repurchased by the issuer, as appear in the announcement supplement filed by the issuer with the Balance and Exchange Commission on December 3, 2018).

 

 

 

NAMES OF REPORTING PERSONS

 

CPP Advance Lath Private Holdings, Inc.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

 

(b) x

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

SOLE VOTING POWER

 

0

 

SHARED VOTING POWER

 

4,335,972

 

SOLE DISPOSITIVE POWER

 

0

 

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SHARED DISPOSITIVE POWER

 

4,335,972

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,335,972

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.2% (2)

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(2) Based on a absolute of 198,046,221 shares of Accepted Banal of the issuer (being 200,046,221 shares of Accepted Banal of the issuer outstanding as of November 20, 2018, beneath 2,000,000 shares of Common Banal repurchased by the issuer, as appear in the announcement supplement filed by the issuer with the Balance and Exchange Commission on December 3, 2018).

 

  

Explanatory Note

 

This Amendment No. 6 (this “ Amendment No. 6 ”) to Schedule 13D apology the advice provided in the Schedule 13D filed with the Securities and Exchange Commission by Canada Pension Plan Advance Lath and CPP Advance Lath Private Holdings, Inc. (together, the “ Reporting Persons ”) on October 13, 2016 (the “ Original Schedule 13D ”), as adapted on June 6, 2017, August 30, 2017, September 21, 2017, December 4, 2017, and June 19, 2018 (as so amended, the “ Statement ”).

 

This Amendment No. 6 is actuality filed to reflect the auction of assertive shares (the “ Common Shares ”) of accepted stock, par amount $0.01 per share, of IQVIA Holdings Inc., a Delaware association (the “ Issuer ”) by Canada Pension Plan Advance Board (“ CPPIB ”) through its wholly endemic subsidiaries, CPP Advance Lath Private Holdings Inc. (“ PHI ”), CPP Advance Lath (USRE III) Inc. (“ USRE III ”) and CPP Advance Lath Private Holdings (3) Inc. (“ PHI3 ” and, collectively with PHI and USRE III, the “ Sellers ”). Such auction was fabricated in affiliation with an underwritten secondary alms pursuant to a announcement supplement filed by the Issuer on November 29, 2018 (the “ Offering ”).

 

Unless contrarily indicated, all references to “$” in this Schedule 13D are to U.S. dollars.

 

Information reported in the Account charcoal in aftereffect except to the admeasurement that it is adapted or abolished by advice independent in this Amendment No. 6.

 

 

The aftermost branch of Item 2 of the Statement is hereby adapted and replaced with the following, and Schedule I of the Account is hereby adapted and replaced with Schedule I absorbed hereto:

 

In accordance with the accoutrement of Accepted Instruction C to Schedule 13D, with account to anniversary Reporting Person, advice apropos the name, business address, arch activity and citizenship of its accepted partners, authoritative admiral and lath of admiral and each person authoritative such Reporting Person (collectively, the “ Covered Persons ”), appropriate by Item 2 of Schedule 13D, is provided on Schedule I and is congenital by advertence herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule I has been, during the aftermost bristles years, (i) bedevilled in a bent proceeding (excluding traffic violations or agnate misdemeanors), or (ii) a affair to a civilian proceeding of a authoritative or authoritative anatomy of competent jurisdiction and as a aftereffect of such proceeding was or is accountable to a judgment, decree or final adjustment enjoining approaching violations of, or prohibiting or mandating activities accountable to, federal or accompaniment balance laws or award any abuse with account to such laws.

 

 

Item 4 of the Statement is hereby supplemented as follows:

 

In affiliation with the Offering, the Sellers agreed to advertise an accumulated of 1,582,194 Accepted Shares (consisting of 1,541,216 shares endemic by PHI, 24,587 shares endemic by USRE III and 16,391 shares endemic by PHI3), at a amount of $123.72 per Accepted Allotment for an accumulated purchase price of $195,749,041.68 pursuant to that assertive Underwriting Agreement, anachronous as of November 29, 2018 amid the Issuer, Goldman Sachs & Co. LLC, the Sellers and assertive added affairs stockholders of the Issuer. The Alms bankrupt on December 4, 2018.

 

In affiliation with the Offering, and as appropriate beneath the Underwriting Agreement, the anniversary Seller entered into a lock-up letter acceding with Goldman Sachs & Co. LLC, anachronous November 29, 2018 (each, a “ Lock-Up Agreemen t”). Pursuant to the Lock-Up Agreements, the Sellers agreed that, with bound exceptions, they will not, after the above-mentioned accounting accord of the underwriter, (i) offer, pledge, sell, adjustment to sell, advertise any advantage or adjustment to purchase, acquirement any advantage or adjustment to sell, admission any option, right or accreditation to purchase, accommodate or contrarily alteration or actuate of, anon or indirectly, any Accepted Shares, or any securities convertible into or exercisable or changeable for Accepted Shares, beneficially endemic (as such appellation is acclimated in Rule 13d-3 under the Exchange Act) by it or (ii) access into any bandy or added adjustment that transfers to another, in accomplished or in part, any of the bread-and-butter after-effects of buying of the Accepted Shares (regardless of whether any of these affairs declared in clause (i) or (ii) aloft are to be acclimatized by the commitment of Accepted Shares or such added securities, in banknote or otherwise) or (iii) make any appeal for or exercise any appropriate with account to the allotment of any Accepted Shares or any aegis convertible into or exercisable for Accepted Shares.

 

 

The above summary of the Underwriting Acceding and the Lock-Up Agreements are qualified, respectively, by advertence to the absolute argument of the Underwriting Agreement and the Lock-Up Agreements. A archetype of the Underwriting Acceding is filed as Exhibit 99.11 hereto and is hereby incorporated by advertence in its absoluteness in acknowledgment to this Item 4. A archetype of the anatomy of Lock-Up Acceding is filed as Exhibit 99.12 hereto and is hereby congenital by advertence in its absoluteness in acknowledgment to this Item 4.

 

 

Items 5(a)-(b) of Schedule 13D are hereby amended and replaced in their absoluteness as follows:

 

 

CPPIB beneficially owns 5,912,172 Common Shares, apery about 3.0% of the outstanding Accepted Shares. PHI beneficially owns 4,335,972 Accepted Shares, representing approximately 2.2% of the outstanding Accepted Shares. Neither USRE III nor PHI3 owns any Accepted Shares as a aftereffect of the Offering. Such percentages are affected based on a absolute of 198,046,221 shares of Accepted Banal of the issuer (being 200,046,221 shares of Accepted Banal of the issuer outstanding as of November 20, 2018, beneath 2,000,000 shares of Accepted Banal repurchased by the issuer, as appear in the announcement supplement filed by the issuer with the Balance and Exchange Commission on December 3, 2018).]

 

PHI anon owns 4,335,972 Accepted Shares and CPPIB is an aberrant benign buyer of such Accepted Shares endemic by PHI. PHI and CPPIB accept aggregate voting ability and shared dispositive ability with account to such 4,335,972 Accepted Shares.

 

In addition, CPPIB anon owns 1,569,600 Common Shares, with account to which it has sole voting ability and sole dispositive power, and alongside owns 6,600 Accepted Shares through CPPIB MAP Cayman SPC, a wholly-owned accessory of CPPIB, with account to which it has aggregate voting ability and aggregate dispositive power. The 6,600 Accepted Shares anon endemic by CPPIB MAP Cayman SPC are accountable to advance administration agreements with an unaffiliated investment administrator who may be accounted to accept absolute voting and advance ability and dispositive ability with account to such shares.

 

As a aftereffect of the Shareholders Agreement, the Reporting Persons may be accounted to be associates of a accumulation (the “ Group ”) captivation over 10% of the outstanding Common Shares for purposes of Section 13(d) of the Balance Exchange Act of 1934, as amended. Anniversary Reporting Person disclaims beneficial buying of any of the Issuer’s balance endemic by any affiliate of the Group, added than the balance covered by this Schedule 13D, as listed in items 7-11 on pages 2 and 3 of this Schedule 13D.

 

 

Item 6 of Schedule 13D is hereby supplemented as follows:

 

The advice set alternating in Item 4 above is hereby congenital by advertence in acknowledgment to this Item 6.

 

 

Exhibit 99.11 Underwriting Agreement, anachronous November 29, 2018 (incorporated by advertence to Exhibit 1.1 to the Issuer’s Report on Anatomy 8-K filed with the Balance and Exchange Commission on December 4, 2018)

 

Exhibit 99.12 Anatomy of Lock-Up Acceding (incorporated by advertence to Exhibit A to Exhibit 1.1 to the Issuer’s Report on Anatomy 8-K filed with the Balance and Exchange Commission on December 4, 2018)

 

SIGNATURES

 

 

After reasonable analysis and to the best of the undersigneds’ ability and belief, the undersigned accredit that the advice set alternating in this account is true, complete and correct.

 

Dated: December 7, 2018

 

 

 

 

 

 

SCHEDULE I

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Directors of CPPIB

 

Heather Munroe-Blum

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

 

Sylvia Chrominska

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

 

Ashleigh Everett

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Executive, Royal Canadian Securities Limited

Citizenship: Canada

 

Tahira Hassan

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada, Pakistan

 

John Montalbano

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

 

Chuck Magro

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Executive, Nutrien Ltd

Citizenship: Canada

 

Mary Phibbs

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Great Britain, Australia

 

Karen Sheriff

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada, United States

 

Jackson Tai

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: United States

 

Kathleen Taylor

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

 

Jo Mark Zurel

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

 

Executive Admiral of CPPIB

 

Mark Machin

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: President & Chief Authoritative Officer

Citizenship: Great Britain

 

Neil Beaumont

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Financial and Risk Officer

Citizenship: Canada

 

Alain Carrier

c/o Canada Pension Plan Advance 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 Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Real Assets

Citizenship: Canada

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Shane Feeney

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Private Equity

Citizenship: Canada

 

John Graham

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Credit Investments

Citizenship: Canada and Great Britain

 

Suyi Kim

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Head of Asia Pacific, CPPIB

Citizenship: South Korea

 

Michel Leduc

c/o Canada Pension Plan Advance 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

 

Deborah Orida

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Active Equities

Citizenship: Canada

 

Geoffrey Rubin

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Investment Strategist

Citizenship: United States

 

Kelly Shen

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Technology and Data Officer

Citizenship: United States

 

Mary Sullivan

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Talent Officer

Citizenship: Canada

 

Patrice Walch-Watson

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director, Accepted Counsel & Corporate Secretary

Citizenship: Canada

 

Poul Winslow

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Capital Markets and Factor Investing

Citizenship: Denmark

 

Directors of PHI

Ryan Barry

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Legal, CPPIB

Citizenship: Canada

 

Kristina Fanjoy

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Head of Corporate Finance and Tax, CPPIB

Citizenship: Canada

 

 

Officers of PHI

 

Mark Machin

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: President & Chief Authoritative Officer, CPPIB

Citizenship: Great Britain

 

Kristina Fanjoy

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Head of Corporate Finance and Tax, CPPIB

Citizenship: Canada

 

Ryan Barry

c/o Canada Pension Plan Advance Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Legal, CPPIB

Citizenship: Canada

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