Form 4 Syneos Health, Inc. For: May 14 Filed by: THOMAS H. LEE ADVISORS, LLC

May 18, 2021 9:50 PM EDT

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

OMB APPROVAL

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Expires:	December 31, 2014
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hours per response:		0.5

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 ^*

THOMAS H. LEE ADVISORS, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Syneos Health, Inc. [ SYNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/12/2021		S		379,789 ⁽⁵⁾	D	$ 81.04 ⁽⁴⁾	5,208,835 ⁽⁶⁾	I	See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Class A Common Stock	05/12/2021		S		64 ⁽⁷⁾	D	$ 81.04 ⁽⁴⁾	852 ⁽⁹⁾	D
Class A Common Stock	05/12/2021		S		25 ⁽⁸⁾	D	$ 81.04 ⁽⁴⁾	327 ⁽¹⁰⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

4. See Exhibit 99.1 for text of footnote (4).

5. See Exhibit 99.1 for text of footnote (5).

6. See Exhibit 99.1 for text of footnote (6).

7. See Exhibit 99.1 for text of footnote (7).

8. See Exhibit 99.1 for text of footnote (8).

9. See Exhibit 99.1 for text of footnote (9).

10. See Exhibit 99.1 for text of footnote (10).

Remarks:

Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC.

	** See Exhibit 99.2 for Signatures	05/18/2021
	** 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.

Exhibit 99.1

Name and Address of Reporting Person:	Thomas H. Lee Advisors, LLC
	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02210

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):	May 14, 2021

Footnotes to Form 4

(1) The shares of the Issuer reported are beneficially owned by: THL Holdco, LLC (“THL Holdco”); Thomas H. Lee Partners, L.P. (“THL”); Thomas H. Lee Advisors, LLC (“THL Advisors”); Thomas H. Lee Equity Fund VI (2019), L.P. (“Fund VI 2019”); THL Fund VI (2019) Coinvestment Partners, L.P. (“Fund VI 2019 Coinvest”); Thomas H. Lee Equity Fund VII, L.P. (“Equity Fund VII”); Thomas H. Lee Parallel Fund VII, L.P. (“Parallel Fund VII”); Thomas H. Lee Parallel (Cayman) Fund VII, L.P. (“Parallel (Cayman) Fund VII”); THL Executive Fund VII (“Executive Fund VII”); THL Equity Fund VII Investors (inVentiv), L.P. (“Equity Fund VII (inVentiv)”); THL Fund VII Coinvestment Partners, L.P. (“Fund VII Coinvest”); THL Coinvestment Partners, L.P. (“Coinvest Partners”); THL Managers VI, LLC (“THL Managers VI”); and THL Managers VII, LLC (“THL Managers VII”) (collectively with their affiliates, the “THL Funds”).

(2) THL Holdco is the managing member of THL Advisors, which in turn is the general partner of THL, which in turn is the sole member of THL Equity Advisors VI (2019), LLC (“Equity Advisors VI (2019)”), the sole member of THL Equity Advisors VII (“Equity Advisors VII”), the general partner of Fund VI 2019 Coinvest, and the general partner of Fund VII Coinvest. Equity Advisors VI (2019) is the general partner of Fund VI 2019. Equity Advisors VII is the general partner of Equity Fund VII, Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, and Equity Fund VII (inVentiv).

(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Pursuant to an underwriting agreement dated May 3, 2021, and in connection with the registered public offering of 7,000,000 shares of common stock, par value $0.01 per share of the Issuer (the “Common Stock”), which offering was consummated on May 7, 2021 (the “Offering”), the underwriters of the Offering partially exercised their option to purchase additional shares of Common Stock from the selling shareholders of the Issuer (the “Overallotment Option”), which closing occurred on May 14, 2021.

(5) Represents shares held by and sold in connection with the closing of the Overallotment Option by the following entities: 96,146 shares by Fund VI 2019, 3,100 shares by Fund VI 2019 Coinvest, 29,192 shares by Equity Fund VII, 23,034 shares by Parallel Fund VII, 30,873 shares by Parallel (Cayman) Fund VII, L.P., 2,559 shares by Executive Fund VII, 4,451 shares by Fund VII Coinvest and 190,434 shares by Equity Fund VII (inVentiv).

(6) Represents shares directly held by the following entities following the closing of the Overallotment Option: 1,449,400 shares by Fund VI 2019 (which also reflects a distribution in kind for no consideration of 12,806 shares in accordance with the relevant terms of Fund VI 2019’s partnership agreement), 41,080 shares by Fund VI 2019 Coinvest, 386,922 shares by Equity Fund VII, 305,297 shares by Parallel Fund VII, 409,193 shares by Parallel (Cayman) Fund VII, L.P., 33,915 shares by Executive Fund VII, 59,006 shares by Fund VII Coinvest and 2,524,022 shares by Equity Fund VII (inVentiv).

(7) Represents shares directly held and sold by THL Managers VI in connection with the closing of the Overallotment Option.

(8) Represents shares directly held and sold by THL Managers VII in connection with the closing of the Overallotment Option.

(9) Represents shares directly held by THL Managers VI following the closing of the Overallotment Option.

(10) Represents shares directly held by THL Managers VII following the closing of the Overallotment Option.

Page 1 of 1

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Advisors, LLC

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE ADVISORS, LLC

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 1 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Equity Fund VI (2019), L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VI (2019), L.P.

By: THL Equity Advisors VI (2019), LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 2 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Partners, L.P.

Address of Joint Filer:	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARTNERS, L.P.

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 3 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Equity Fund VI (2019) Coinvestment Partners, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VI (2019) COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 4 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Equity Fund VII, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VII, L.P.

By: THL Equity Advisors VII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 5 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Parallel Fund VII, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VII, L.P.

By: THL Equity Advisors VII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 6 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Thomas H. Lee Parallel (Cayman) Fund VII, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL (CAYMAN) FUND VII, L.P.

By: THL Equity Advisors VII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 7 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Managers VI, LLC

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VI, LLC

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 8 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Managers VII, LLC

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VII, LLC

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 9 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Holdco, LLC

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL Holdco, LLC

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 10 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Fund VII Coinvestment Partners, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of the Earliest Transaction
Required to be Reported (Month/Day/Year):	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL FUND VII COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 11 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Executive Fund VII, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL EXECUTIVE FUND VII, L.P.

By: THL Equity Advisors VII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 12 of 13

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Equity Fund VII Investors (inVentiv), L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Syneos Health, Inc. [SYNH]

Date of Earliest Transaction Required to
be Reported:	May 14, 2021

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VII INVESTORS (INVENTIV), L.P.

By: THL Equity Advisors VII, LLC, its General Partner

By: Thomas H. Lee Partners, L.P., its Sole Member

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:	/s/ Michael McDonnell
Name:	Michael McDonnell
Title:	Chief Financial Officer, Management Company

May 18, 2021

Page 13 of 13

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