Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2013:
Equity Compensation Plan Information
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| Plan Category | | Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants and Rights, (a) | | | | Weighted Average Exercise Price of Outstanding Options, Warrants, Rights and Restricted Shares (b) (1) | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Related in Column (a)) (c) | | |
| Equity compensation plans approved by security holders | | | 10,157,327 | | | $ | 23.00 | | | | 9,629,990 | (2) |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | 2,500,000 | (3) |
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| Total | | | 10,157,327 | | | $ | 23.00 | | | | 12,129,990 | |
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| (1) | The weighted average exercise price relates solely to outstanding stock option shares because shares subject to restricted stock units have no exercise price. |
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| (2) | Includes shares issuable upon exercise of outstanding options and restricted stock units. |
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| (3) | Consists of shares of common stock available for issuance under our Employee Stock Purchase Plan. There was no ongoing offering period and therefore no shares underlying outstanding purchase rights as of December 31, 2013. |
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to the beneficial ownership of our common stock as of February 18, 2014 by:
| • | | each of our named executive officers; |
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| • | | all of our directors and executive officers as a group; and |
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| • | | each person, or group of affiliated persons, who is known to us to beneficially own more than 5% of our outstanding shares of common stock. |
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Except as otherwise indicated, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws, where applicable, and the address for each of the named individuals is 4820 Emperor Blvd., Durham, North Carolina 27703.
The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information does not necessarily indicate beneficial ownership for any other purpose. Under those rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of stock options held by the respective person or group that may be exercised and/or restricted stock units which may vest within 60 days of February 18, 2014. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to stock options exercisable and/or restricted stock units vesting within 60 days after February 18, 2014 are reflected in the table below and included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The percentages of shares outstanding provided in the table are based on a total of 129,922,407 shares of our common stock outstanding on February 18, 2014.
For more information regarding our relationships with certain of the persons named below, see “Certain Relationships and Related Person Transactions.”
Notwithstanding the ownership information regarding our common stock presented below, the Shareholders Agreement governs the exercise of the voting rights of the shareholders party thereto with respect to the election of directors and certain other material events. See “Certain Relationships and Related Person Transactions—Shareholders Agreement” and “Management—Board of Directors.”
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| | Common Stock Beneficially Owned | | | | | | |
| Name and Address of Beneficial Owner | | Number | | | | Percent | | |
| 5% or Greater Shareholders | | | | | | | | |
| Parties to the Shareholders Agreement(1) | | | 84,335,507 | | | | 64.9 | % |
| Dennis B. Gillings, CBE, Ph.D. and affiliates(2) | | | 24,850,261 | | | | 19.0 | % |
| Bain Capital and related funds(3) | | | 23,950,266 | | | | 18.4 | % |
| TPG Funds(4) | | | 21,422,574 | | | | 16.5 | % |
| Affiliates of 3i(5) | | | 15,112,406 | | | | 11.6 | % |
| Temasek Life Sciences Private Limited(6) | | | 7,893,854 | | | | 6.1 | % |
| Wellington Management Company, LLP(7) | | | 6,737,305 | | | | 5.2 | % |
| Directors and Executive Officers | | | | | | | | |
| Thomas H. Pike(8) | | | 263,228 | | | | * | |
| Kevin K. Gordon(9) | | | 205,000 | | | | * | |
| Michael I. Mortimer(10) | | | 575,000 | | | | * | |
| John D. Ratliff(11) | | | 867,860 | | | | * | |
| Fred E. Cohen, M.D., D.Phil.(12) | | | — | | | | — | |
| John P. Connaughton(13) | | | — | | | | — | |
| Jonathan J. Coslet(14) | | | — | | | | — | |
| Michael J. Evanisko(15) | | | 48,800 | | | | * | |
| Mireille Gillings, Ph.D.(16) | | | 22,153,686 | | | | 16.9 | % |
| Christopher R. Gordon(17) | | | — | | | | — | |
| Jack M. Greenberg(18) | | | 76,800 | | | | * | |
| Richard Relyea(5) | | | — | | | | — | |
| Leonard D. Schaeffer(19) | | | 176,800 | | | | * | |
| All directors and executive officers as a group (15 individuals)(20) | | | 23,772,564 | | | | 18.0 | % |
| (1) | Includes shares of common stock (but no shares underlying exercisable stock options) outstanding as of February 18, 2014 directly held by the following persons who are parties to the Shareholders Agreement: Dr. Gillings, Dr. Gillings’ daughter, the Gillings Limited Partnership, the GFEF Limited Partnership, the Gillings Family Foundation, GF Investment Associates LP, the Bain Capital Entities (as defined below), the TPG Funds and the 3i Funds (as defined below). |
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| (2) | Includes the following shares over which Dr. Gillings may be deemed to have beneficial ownership: (a) 1,000,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014 held by Dr. Gillings and (b) the following shares over which Dr. Gillings may be deemed to exercise shared voting and investment control: 713,699 shares held by the Gillings Limited Partnership, of which Dr. Gillings is the general partner; 148,231 shares held by the GFEF Limited Partnership, of which Dr. Gillings is the general partner; and 163,556 shares held by The Gillings Family Foundation, of which Dr. Gillings is the president and director. Dr. Gillings disclaims beneficial ownership of all shares held by the Gillings Limited Partnership, The Gillings Family Foundation and GFEF Limited Partnership, except to the extent of his pecuniary interest therein. Certain shares directly owned by Dr. Gillings have been pledged as security for a personal loan. These shares also include the following shares over which Susan Gillings Gross (Dr. Gillings daughter) may be deemed to have beneficial ownership: (a) 39,678 shares held directly by Ms. Gross and 2,656,897 shares held by GF Investment Associates LP, which is managed by Ms. Gross. Ms. Gross disclaims beneficial ownership of the shares held by GF Investment Associates LP, except to the extent of her pecuniary interest therein. |
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| (3) | Bain Capital and related funds beneficially own 23,950,266 shares, consisting of (a) 23,888,161 shares of common stock held by Bain Capital Integral Investors 2008, L.P., or Integral Investors, whose managing partner is Bain Capital Investors, LLC, or BCI; (b) 58,757 shares of common stock held by BCIP TCV, LLC, or BCIP TCV, whose administrative member is BCI; and (c) 3,348 shares of common stock held by BCIP Associates—G, or BCIP—G, whose managing partner is BCI. As a result of the relationships described above, BCI may be deemed to share beneficial ownership of the shares held by each of Integral Investors, BCIP TCV and BCIP—G, which we refer to collectively as the Bain Capital Entities. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by BCI’s Global Private Equity Board, or GPEB, which is comprised of the following individuals: Steven Barnes, Joshua Bekenstein, John Connaughton, Paul Edgerley, Stephen Pagliuca, Michel Plantevin, Dwight Poler, Jonathan Zhu and Stephen Zide. By virtue of the relationships described in this footnote, GPEB may be deemed to exercise voting and dispositive power with respect to the shares held by the Bain Capital Entities. Each of the members of GPEB disclaims beneficial ownership of such shares to the extent attributed to such member solely by virtue of serving on GPEB. |
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| (4) | The TPG Funds beneficially own 21,422,574 shares, consisting of (a) 5,336,577 shares held by TPG Quintiles Holdco, L.P., a Delaware limited partnership, or Holdco I, whose general partner is TPG GenPar III, L.P., a Delaware limited partnership, whose general partner is TPG Advisors III, Inc., a Delaware corporation; (b) 15,388,018 shares held by TPG Quintiles Holdco II, L.P., a Delaware limited partnership, or Holdco II, whose general partner is TPG Advisors V, Inc., a Delaware corporation; and (c) 697,979 shares held by TPG Quintiles Holdco III, L.P. a Delaware limited partnership, or Holdco III, whose general partner is Tarrant Advisors, Inc., a Texas corporation. Holdco I, Holdco II, and Holdco III are collectively referred to as the TPG Funds. David Bonderman and James G. Coulter are officers and sole shareholders of each of TPG Advisors III, Inc., TPG Advisors V, Inc. and Tarrant Advisors, Inc. and may therefore be deemed to be the beneficial owners of the shares held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares held by the TPG Funds except to the extent of their pecuniary interest therein. The address of each of TPG Advisors III, Inc., TPG Advisors V, Inc., Tarrant Advisors, Inc. and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. |
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| (5) | 3i and its affiliates beneficially own 15,112,406 shares, consisting of (a) 8,061,713 shares directly held by 3i US Growth Healthcare Fund 2008 L.P., or 3i Healthcare, (b) 3,856,555 shares directly held by 3i U.S. Growth Partners L.P., or 3i Partners, (c) 1,079,101 shares held directly by 3i Growth Capital (USA) M L.P., or 3i Capital M, (d) 1,629,442 shares directly held by 3i Growth Capital (USA) E L.P., or 3i Capital E, (e) 242,797 shares directly held by 3i Growth Capital (USA) D L.P., or 3i Capital D, and (f) 242,798 shares directly held by 3i Growth Capital (USA) P L.P., or 3i Capital P, and together with 3i Healthcare, 3i Partners, 3i Capital M, 3i Capital E and 3i Capital D, the 3i Funds. The general partner of each of the 3i Funds is 3i U.S. Growth Corporation. Investment and divestment decisions are made by the board of directors of 3i Corporation, which is the manager of each of the 3i Funds and an indirect wholly owned subsidiary of 3i Group plc, a public company listed on the London Stock Exchange. Mr. Relyea, who is a member of the board of directors of 3i Corporation, disclaims beneficial ownership of the shares held by the 3i Funds solely by virtue of his serving on the board of directors of 3i Corporation. The business address of Mr. Relyea and 3i Corporation (which is a manager of each of the 3i Funds) is c/o 3i Private Equity, 400 Madison Avenue—9th floor, New York, NY 10017. |
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| (6) | Temasek Life Sciences Private Limited, or Temasek Life Sciences, is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd, or FMPL, which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private Limited), or Temasek. By virtue of FMPL’s direct ownership, and Temasek’s indirect ownership, of 100% of Temasek Life Sciences, FMPL and Temasek may be deemed to beneficially own the shares held by Temasek Life Sciences. The principal business address of Temasek, FMPL and Temasek Life Sciences is 60 B. Orchard Road #06-18 Tower 2, The Atrium @ Orchard, Singapore 238891. |
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| (7) | As reported by Wellington Management Company, LLP in a Schedule 13G filed with the SEC on February 14, 2014, which states that Wellington Management Company, LLP has shared dispositive power with respect to all of such shares and shared voting power with respect to 2,008,063 of such shares. The principal business address of Wellington Management is 280 Congress Street, Boston, MA 02210. |
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| (8) | Consists of 38,580 shares purchased by Mr. Pike in May 2012 and 224,648 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. |
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| (9) | Consists of 205,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. |
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| (10) | Consists of 75,000 shares of common stock issued pursuant to our stock incentive plans (50,000 of which are held by the Michael I. Mortimer Irrevocable Trust, which is controlled by Mr. Mortimer) and 500,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. |
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| (11) | Consists of 182,860 shares of common stock issued pursuant to our stock incentive plans (all of which are held by the John David Ratliff 2012 Irrevocable Trust, which is controlled by Mr. Ratliff) and 685,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. Mr. Ratliff retired as our President and Chief Operating Officer on December 31, 2013. |
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| (12) | Dr. Cohen, who is one of our directors, is a TPG Partner. Dr. Cohen has no voting or investment power over and disclaims beneficial ownership of the shares held by the TPG Funds. The address of Dr. Cohen is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. |
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| (13) | Does not include shares of common stock held by the Bain Capital Entities. Mr. Connaughton is a Managing Director of BCI and a member of GPEB and as a result, and by virtue of the relationships described in footnote 3 above, may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Mr. Connaughton is c/o Bain Capital Partners, LLC, John Hancock Tower, 200 Clarendon Street, Boston, Massachusetts 02116. |
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| (14) | Mr. Coslet, who is one of our directors, is a TPG Partner. Mr. Coslet has no voting or investment power over and disclaims beneficial ownership of the shares held by the TPG Funds. The address of Mr. Coslet is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. |
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| (15) | Consists of 15,400 shares of common stock issued pursuant to our stock incentive plans and 33,400 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. |
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| (16) | Dr. Mireille Gillings, who is one of our directors, is married to Dr. Gillings and as such may be deemed a beneficial owner of the shares beneficially owned by Dr. Gillings. Dr. Mireille Gillings disclaims beneficial ownership of all shares beneficially owned by Dr. Gillings, except to the extent of her pecuniary interest therein. |
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| (17) | Does not include shares of common stock held by the Bain Capital Entities. Mr. Gordon is a Managing Director of BCI and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Mr. Gordon is c/o Bain Capital Partners, LLC, John Hancock Tower, 200 Clarendon Street, Boston, Massachusetts 02116. |
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| (18) | Consists of 25,000 shares of common stock issued pursuant to our stock incentive plans and 51,800 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. All 25,000 shares of common stock and 43,400 shares of common stock underlying stock options are held for the benefit of members of Mr. Greenberg’s family. |
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| (19) | Consists of (a) 100,000 shares of stock held by The Schaeffer Family Revocable Trust (of which Mr. Schaeffer is a trustee), (b) 63,450 shares of stock issued pursuant to our stock incentive plans and (c) 13,350 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. |
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| (20) | Includes common stock and common stock underlying stock options exercisable within 60 days of February 18, 2014 as described in footnotes (2 and 8–19), as applicable and without duplication. Also includes 229,500 shares of common stock and 43,750 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014 held by our other executive officers not listed above. |
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