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Agreement”), that they will not 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 shares of Common Stock or any other
securities so owned convertible or exercisable or exchangeable for shares of Common Stock (other than as contemplated by the May
2017 Underwriting Agreement or pursuant to certain other exceptions), without the prior written consent of the May 2017 Underwriter,
for a period of 45 days after the date of the May 2017 Underwriting Agreement.
Other than as described above, none of
the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the
persons listed in Schedules I, II, III and IV hereto, currently has any plans or proposals that relate to, or would result in,
any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time
to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential
changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions
or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported
herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities
of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries;
changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling
any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy
of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate
of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control
of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing
a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.
References to and the descriptions of
the Shareholders Agreement, March 2017 Share Repurchase Agreement, May 2017 Underwriting Agreement and May 2017 Lock-Up Agreement
set forth above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text
of the Shareholders Agreement, March 2017 Share Repurchase Agreement, May 2017 Underwriting Agreement and May 2017 Lock-Up Agreement,
which are filed as exhibits hereto and are incorporated by reference herein.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the
second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following sentence
is based on 215,820,842 shares of Common Stock outstanding as of May 19, 2017, as reported in the Prospectus Supplement filed by
the Issuer with the Commission on May 26, 2017, after giving effect to the May 2017 Share Repurchase. Pursuant to Rule 13d-3 under
the Act, the Reporting Persons may be deemed to beneficially own 36,935,608 shares of Common Stock, which constitutes approximately
17.1% of the outstanding shares of Common Stock.”
Item 7. Material to be Filed as Exhibits.
This Amendment amends and supplements
Item 7 of the Original Schedule 13D by adding the following:
“5. Underwriting
Agreement, dated May 24, 2017 by and among Quintiles IMS Holdings, Inc., the selling stockholders listed in Schedule I
thereto and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on
Form 8-K filed with the Commission on May 31, 2017).
| 6. | Form of Lock-Up Letter, dated May 24, 2017, by and among each of the selling stockholders listed in Schedule I to the Underwriting Agreement and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 31, 2017).” |
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