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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $ 8.45 | 08/12/2015 | M | 3,669 | (4) | 09/28/2020 | Class A Common Stock | 3,669 | $ 0 | 8,071 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Breckon Robert W C/O INC RESEARCH HOLDINGS, INC. 3201 BEECHLEAF COURT, SUITE 600 RALEIGH, NC 27604 |
X |
/s/ Christopher L. Gaenzle, Attorney-in-Fact | 08/14/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This is the Fair Market Value as calculated pursuant to the INC Research Holdings, Inc.'s (the "Issuer") 2010 Equity Incentive Plan. |
(2) | The shares of Class A common stock, $0.01 par value per share (each, a "Share") were sold by the Issuer to Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC (collectively, the "Underwriters") in a registered underwritten secondary offering pursuant to the underwriting agreement dated August 11, 2015 (the "Underwriting Agreement"), entered into by and among the Selling Stockholders (as defined in the Underwriting Agreement) and the Underwriters. |
(3) | The price represents the offering price of $44.00 per Share of the Issuer. |
(4) | The Shares subject to this option vest yearly in five equal installments beginning on September 28, 2011, subject to continued service on the Issuer's Board of Directors. |