|
Explanation of Responses:
|
|
(
1)
|
Represents a grant of restricted stock received as an award under the Company's 2014 Incentive and Stock Award Plan, for no consideration, and exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. This grant will become vested as to one-third of the underlying shares on each of the first three anniversaries of the grant date.
|
|
(
2)
|
On May 3, 2016, the issuer and Quintiles Transnational Holdings, Inc. ("Quintiles") entered into an Agreement and Plan of Merger pursuant to which on October 3, 2016 the issuer merged with and into Quintiles (the "merger"), the separate existence of the issuer ceased and Quintiles will continue as the surviving corporation, operating under the name Quintiles IMS Holdings, Inc. The restricted stock was assumed by Quintiles in the merger and replaced with restricted stock of 12,252 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
|
|
(
3)
|
On February 10, 2015, the reporting person was granted 8,028 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2015 - December 31, 2017). In connection with the merger and based on the performance criteria achieved, 9,569 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 3,674 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2017.
|
|
(
4)
|
On February 2, 2016, the reporting person was granted 8,673 performance-based restricted stock units. The shares are earned based on the company's financial results over a three-year period (January 1, 2016 - December 31, 2018). In connection with the merger and based on the performance criteria achieved, 11,942 shares of issuer common stock were issued to the recipient. The performance-based restricted stock unit was assumed by Quintiles in the merger and replaced with a time-based restricted stock unit of 4,585 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger. The shares will vest on December 31, 2018.
|
|
(
5)
|
Disposed of pursuant to merger agreement in exchange for 26,826 shares of Quintiles IMS Holdings, Inc. stock having a market value of $81.06 per share at the effective time of the merger.
|
|
(
6)
|
This option was assumed by Quintiles in the merger and replaced with an option to purchase 46,080 shares of Quintiles IMS Holdings, Inc. common stock at a price of $26.05 per share.
|
|
(
7)
|
This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $15.11 per share.
|
|
(
8)
|
This option was assumed by Quintiles in the merger and replaced with an option to purchase 23,040 shares of Quintiles IMS Holdings, Inc. common stock at a price of $8.34 per share.
|
|
(
9)
|
This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 2,071 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
|
|
(
10)
|
This stock appreciation right vests in three annual installments beginning on February 10, 2017.
|
|
(
11)
|
This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 6,213 shares of Quintiles IMS Holdings, Inc. common stock at a price of $65.16 per share.
|
|
(
12)
|
This stock appreciation right vests in four annual installments beginning on February 2, 2017.
|
|
(
13)
|
This stock appreciation right was assumed by Quintiles in the merger and replaced with a stock appreciation right to purchase 10,207 shares of Quintiles IMS Holdings, Inc. common stock at a price of $59.90 per share.
|
|
(
14)
|
Represents notional shares held under the Defined Contribution Executive Retirement Plan payable upon the Reporting Person's termination of employement.
|
|
(
15)
|
All notional shares held under the Defined Contribution Executive Retirement Plan were assumed by Quintiles in the merger and replaced with a notional share to purchase 18,566 shares of Quintiles IMS Holdings, Inc. common stock having a market value of $81.06 per share at the effective time of the merger.
|