| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/10/2016 |
3. Issuer Name and Ticker or Trading Symbol
Medpace Holdings, Inc. [ MEDP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 22,999,997 | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Includes 3,641,240 shares held by Fifth Cinven Fund (No. 1) Limited Partnership ("LP1"), 3,229,699 shares held by Fifth Cinven Fund (No. 2) Limited Partnership ("LP2"), 3,889,854 shares held by Fifth Cinven Fund (No. 3) Limited Partnership ("LP3"), 3,379,103 shares held by Fifth Cinven Fund (No. 4) Limited Partnership ("LP4"), 1,403,731 shares held by Fifth Cinven Fund (No. 5) Limited Partnership ("LP5"), 3,284,802 shares held by Fifth Cinven Fund (No. 6) Limited Partnership ("LP6" and, together with LP1, LP2, LP3, LP4 and LP5, the "Limited Partnerships"), 3,758,169 shares held by Fifth Cinven Fund FCP-SIF ("FCP") and 413,399 shares held by Fifth Cinven Fund Co-Investment Partnership ("CIP"). |
| 2. Each of the Limited Partnerships is managed and controlled by Cinven Capital Management (V) Limited Partnership Incorporated ("GPLP"), their Managing General Partner. Cinven Capital Management (V) General Partner Limited ("Cinven MGP" and together with GPLP, CIP, FCP and the Limited Partnerships, the "Cinven Entities") is the Managing General Partner of GPLP. FCP is managed and controlled by Cinven Manco S.A.R.L. ("Manco"). Cinven MGP also exercises control over the shares held by each of FCP and CIP, which are subject to contractual commitments that each invest and divest side-by-side with the Limited Partnerships. Voting and investment determinations with respect to the shares held by the Cinven Entities are made by the majority vote of the board of directors of Cinven MGP, comprised of Brian Linden, Hayley Tanguy, John Boothman, Robin Hall, Rupert Dorey and William Scott. Each such director disclaims beneficial ownership of such shares. |
| Remarks: |
| Due to the limitations of the electronic filing system, each of Fifth Cinven Fund (No. 1) Limited Partnership, Fifth Cinven Fund (No. 2) Limited Partnership, Fifth Cinven Fund (No. 3) Limited Partnership, Fifth Cinven Fund (No. 4) Limited Partnership, Fifth Cinven Fund (No. 5) Limited Partnership and Fifth Cinven Fund (No. 6) Limited Partnership are filing a separate Form 3. |
| Cinven Capital Management (V) General Partner Limited By: /s/ Hayley Tanguy, Director | 08/10/2016 | |
| Cinven Capital Management (V) Limited Partnership Incorporated By: Cinven Capital Management (V) General Partner Limited, its General Partner By: /s/ Hayley Tanguy, Director | 08/10/2016 | |
| Cinven Manco S.A.R.L. By: /s/ Gautier Laurent, Manager | 08/10/2016 | |
| Fifth Cinven Fund FCP-SIF By: Cinven Manco S.A.R.L., its Manager By: /s/ Gautier Laurent, Manager | 08/10/2016 | |
| Fifth Cinven Fund Co-Investment Partnership By: CIP (V) Nominees Limited, its Partner By: /s/ Dr. Babett Carrier, Director | 08/10/2016 | |
| ** 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 5 (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. | ||