FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Macdonald D. Jamie   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 (Last) (First) (Middle) C/O INC RESEARCH HOLDINGS, INC., 3201 BEECHLEAF COURT, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 08/12/2015 (Street) RALEIGH, NC 27604 4. If Amendment, Date 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 (City) (State) (Zip) 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 08/12/2015   M   116,650 A $ 10.57 165,556 D   Class A Common Stock 08/12/2015   F   69,309 D $ 48.2 (1) 96,247 D   Class A Common Stock 08/12/2015   S   47,341 (2) D $ 44 (3) 48,906 D   Class A Common Stock 08/12/2015   S   9,680 (2) D $ 44 (3) 39,226 D

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy Class A Common Stock)

$ 10.57

08/12/2015

M

116,650

(4)

07/28/2021

Class A Common Stock

116,650

$ 0

179,207

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Macdonald D. Jamie C/O INC RESEARCH HOLDINGS, INC. 3201 BEECHLEAF COURT, SUITE 600 RALEIGH, NC 27604	X		Chief Executive Officer

Signatures

/s/ Christopher L. Gaenzle, Attorney-in-Fact		08/14/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	One half of the Shares subject to this option vest yearly in five equal installments beginning on July 28, 2012, subject to continued employment. The other half of the Shares subject to this option vest yearly in five equal installments beginning on December 31, 2013, subject to continued employment.

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