Page 8 of 11 – SEC Filing
This Amendment No. 2 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on October 13, 2016, as amended and supplemented by
Amendment No. 1 filed on March 2, 2017 (as so amended, the “Original Schedule 13D” and, as amended
and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized
terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the
second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
“Group Advisors is the sole member
of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings
(SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company,
which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG
GenPar V Advisors, LLC, a Delaware limited liability company, (ii) TPG GenPar VI Advisors, LLC, a Delaware limited liability company,
and (iii) TPG Biotechnology GenPar III Advisors, LLC, a Delaware limited liability company. TPG GenPar V Advisors, LLC is the general
partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Partners V,
L.P., a Delaware limited partnership, which directly holds 13,208,160 shares of Common Stock, (ii) TPG FOF V-A, L.P., a Delaware
limited partnership, which directly holds 34,553 shares of Common Stock, and (iii) TPG FOF V-B, L.P., a Delaware limited partnership,
which directly holds 27,861 shares of Common Stock. TPG GenPar VI Advisors, LLC is the general partner of TPG GenPar VI, L.P.,
a Delaware limited partnership, which is the general partner of TPG Partners VI, L.P., a Delaware limited partnership, which directly
holds 13,218,321 shares of Common Stock. TPG Biotechnology GenPar III Advisors, LLC is the general partner of TPG Biotechnology
GenPar III, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners III, L.P., a Delaware
limited partnership, which directly holds 545,366 shares of Common Stock. Advisors VI is the (i) general partner of TPG FOF
VI SPV, L.P., a Delaware limited partnership, which directly holds 52,252 shares of Common Stock, and (ii) managing member
of TPG Iceberg Co-Invest LLC, a Delaware limited liability company, which directly holds 4,544,717 shares of Common Stock. Advisors
V is the general partner of TPG Quintiles Holdco II, L.P., a Delaware limited partnership, which directly holds 5,040,614 shares
of Common Stock. Biotech Advisors is the general partner of TPG Quintiles Holdco III, L.P., a Delaware limited partnership (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., TPG
FOF VI SPV, L.P., TPG Iceberg Co-Invest LLC and TPG Quintiles Holdco II, L.P., the “TPG Funds”), which directly
holds 263,764 shares of Common Stock.”
Item 4. Purpose of Transaction.
This Amendment amends and restates the
final two paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:
“May 2017 Registered Offering
On May 24, 2017, the TPG Funds entered
into an underwriting agreement (the “May 2017 Underwriting Agreement”), with the Issuer, the other selling stockholders
named in Schedule I thereto (such selling stockholders, together with the TPG Funds, the “May 2017 Selling Stockholders”)
and Morgan Stanley & Co. LLC, as underwriter (the “May 2017 Underwriter”), pursuant to which the TPG Funds
agreed to sell 5,154,936 shares of Common Stock at a price of $84.01 per share (the “May 2017 Registered Offering”).
The Issuer agreed to purchase from the May 2017 Underwriter 3,571,003 of the 10,571,003 shares of Common Stock that were the subject
of the May 2017 Registered Offering at a price of $84.01 per share (the “May 2017 Share Repurchase”). The May
2017 Registered Offering and the May 2017 Share Repurchase closed on May 31, 2017.
May 2017 Lock-Up Agreement
In connection with the May 2017 Registered
Offering, the May 2017 Selling Stockholders, including each TPG Fund, agreed with the May 2017 Underwriter, pursuant to a lock-up
agreement (each, a “May 2017 Lock-Up
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