Sec Form 4 Filing - Jones David P. @ TEAM HEALTH HOLDINGS INC. - 2013-10-18

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 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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1. Name and Address of Reporting Person Jones David P. 2. Issuer Name and Ticker or Trading Symbol TEAM HEALTH HOLDINGS INC. [ TMH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) 265 BROOKVIEW CENTRE WAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2013 (Street) KNOXVILLE, TN37919 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 10/18/2013 10/18/2013 M 10,000 ( 1 ) A $ 21.64 62,876 D Common Stock 10/18/2013 10/18/2013 S 10,000 ( 1 ) D $ 44.26 ( 2 ) 52,876 D Common Stock 10/18/2013 10/18/2013 M 10,000 ( 1 ) A $ 22.09 62,876 D Common Stock 10/18/2013 10/18/2013 S 10,000 ( 1 ) D $ 44.26 ( 2 ) 52,876 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options (Right to Buy) $ 21.64 10/18/2013 10/18/2013 M 10,000 ( 1 ) ( 3 ) 05/26/2021 Common Stock 10,000 $ 0 20,000 D Stock Options (Right to Buy) $ 22.09 10/18/2013 10/18/2013 M 10,000 ( 1 ) ( 4 ) 05/18/2022 Common Stock 10,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones David P. 265 BROOKVIEW CENTRE WAY SUITE 400 KNOXVILLE, TN37919 Executive VP and CFO Signatures /s/ John R. Stair, attorney-in-fact for Mr. Jones 10/21/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired upon the exercise of stock options and subsequently sold pursuant to a 10b5-1 plan entered into between David Jones and Morgan Stanley Smith Barney, LLC dated August 1, 2013. ( 2 )The shares were sold in a single transaction at a price of $44.26. ( 3 )The stock options are vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to 25% of the remaining underlying shares on each of the third and fourth anniversaries of the May 26, 2011 grant date. ( 4 )The stock options are fully vested and exercisable with respect to 25% of the underlying shares and shall vest and become exercisable with respect to 25% of the underlying shares on each of the second, third and fourth anniversaries of the May 18, 2012 grant 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).

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