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Form 4 INC Research Holdings, For: Jan 27 Filed by: Macdonald Alistair

January 30, 2017 4:01 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Macdonald Alistair

(Last) (First) (Middle)
C/O INC RESEARCH HOLDINGS, INC.
3201 BEECHLEAF COURT, SUITE 600

(Street)
RALEIGH NC 27604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INC Research Holdings, Inc. [ INCR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/27/2017   A   21,614 (1) A $ 0 74,468 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units (2) 01/27/2017   A   32,421     (2)   (2) Class A Common Stock, par value $0.01 per share 32,421.00 $ 0 32,421 D  
Explanation of Responses:
1. Represents an award of restricted stock units which vests in three equal annual installments beginning on January 27, 2018, subject to continued employment.
2. Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of INC Research Holdings, Inc. (the "Issuer") common stock. The PRSUs vest up to one-third upon the achievement of adjusted diluted net income earnings per share ("EPS") goals during each of 2017, 2018 and 2019. EPS will be as reported in the Issuer's Forms 10-K or other reports publicly filed with the Commission. Vesting of target PRSUs may accelerate in certain circumstances, including if the holder's employment is terminated without cause or the holder resigns for good reason under certain circumstances in connection with a change in control of the Issuer during any performance period.
/s/ Christopher L. Gaenzle, Attorney-in-Fact 01/30/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

    Known all by these presents, that the undersigned hereby
constitutes and appoints each of Christopher L. Gaenzle,
Donald R. Reynolds and S. Halle Vakani, and each of them acting
alone, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or 10%
or more stockholder of INC Research Holdings, Inc. (the
"Company"),Forms ID, 3, 4, 5 and Update Passphrase
Acknowledgement (and any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and the rules promulgated
thereunder;

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form ID, 3, 4, 5 and Update Passphrase
Acknowledgment (and any amendments thereto) and to file
timely such form with the United States Securities and
Exchange Commission and any stock exchange or
similar authority; and

(3) take any other action of any type whatsoever in connection
with the foregoing which in the opinion of such attorney-in-
fact may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

    The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-
in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the 1934 Act.

    This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
ID, 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.


    IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 3rd day of November 2014.

/s/ Alistair Macdonald
Alistair Macdonald




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