13D Filing: TPG Group Holdings (SBS) Advisors, Inc. and Quintiles IMS Holdings Inc (Q)

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Quintiles IMS Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Titles of Class of Securities)

74876Y101

(CUSIP Number)

Michael LaGatta

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 31, 2017

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other
parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

____________

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

.

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

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).

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 2, 2017

TPG Group Holdings (SBS) Advisors,
Inc.

By: /s/ Michael LaGatta            

Name: Michael LaGatta

Title: Vice President

TPG Advisors VI, Inc.

By: /s/ Michael LaGatta            

Name: Michael LaGatta

Title: Vice President

TPG Advisors V, Inc.

By: /s/ Michael LaGatta            

Name: Michael LaGatta

Title: Vice President

TPG Biotech Advisors, Inc.

By: /s/ Michael LaGatta            

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Clive Bode                      

Name: Clive Bode, on behalf of David
Bonderman (1)

James G. Coulter

By: /s/ Clive Bode                      

Name: Clive Bode, on behalf of James
G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to
an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an
amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an
authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment
to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Advisors
   VI, Inc., TPG Advisors V, Inc., TPG Biotech Advisors, Inc., David Bonderman and James G. Coulter, dated as of October 13, 2016
   (incorporated by reference to Exhibit 1 to Schedule 13D filed with the Commission on October 13, 2016 by TPG Group Holdings (SBS)
   Advisors, Inc., TPG Advisors VI, Inc., TPG Advisors V, Inc., TPG Biotech Advisors, Inc., David Bonderman and James G. Coulter).
2. Agreement and Plan of Merger, dated as of May 3, 2016, by and among the IMS Health
   Holdings, Inc. and Quintiles Transnational Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer’s
   Current Report on Form 8-K filed with the Commission on May 3, 2016).
3. Shareholders Agreement, dated as of May 3, 2016, by and among Quintiles Transnational
   Holdings Inc. and Certain Shareholders (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Current Report on
   Form 8-K filed with the Commission on May 3, 2016).
4. Share Repurchase Agreement, dates as of February 23, 2017, by and among Quintiles
   IMS Holdings, Inc. and the selling shareholders set forth in Schedule I thereto (incorporated herein by reference to Exhibit 10.1
   to the Issuer’s Current Report on Form 8-K filed with the Commission on February 24, 2017).
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).