Sec Form 4 Filing - Jones David P. @ TEAM HEALTH HOLDINGS INC. - 2015-08-12

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) 08/12/2015 (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 08/12/2015 08/12/2015 S 12,000 ( 1 ) D $ 63.1415 ( 2 ) 36,148 ( 3 ) D Common Stock 08/12/2015 08/12/2015 M 10,000 ( 4 ) A $ 21.64 46,148 D Common Stock 08/12/2015 08/12/2015 S 10,000 D $ 63.1415 ( 2 ) 36,148 D Common Stock 08/12/2015 08/12/2015 M 10,000 ( 4 ) A $ 22.09 46,148 D Common Stock 08/12/2015 08/12/2015 S 10,000 D $ 63.1415 ( 2 ) 36,148 D Common Stock 08/12/2015 08/12/2015 M 10,000 ( 4 ) A $ 38.45 46,148 D Common Stock 08/12/2015 08/12/2015 S 10,000 D $ 63.1415 ( 2 ) 36,148 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 08/12/2015 08/12/2015 M 10,000 ( 5 ) ( 6 ) 05/26/2021 Common Stock 10,000 $ 0 0 D Stock Options (Right to Buy) $ 22.09 08/12/2015 08/12/2015 M 10,000 ( 5 ) ( 7 ) 05/18/2022 Common Stock 10,000 $ 0 10,000 D Stock Options (Right to Buy) $ 38.45 08/12/2015 08/12/2015 M 10,000 ( 5 ) ( 8 ) 05/23/2021 Common Stock 10,000 $ 0 19,047 D Restricted Stock Units ( 9 ) ( 10 ) 05/20/2018 Common Stock 8,318 8,318 D Restricted Stock Units ( 9 ) ( 11 ) 05/20/2018 Common Stock 21,124 21,124 D Restricted Stock Units ( 9 ) ( 12 ) 05/21/2019 Common Stock 9,373 9,373 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 08/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold pursuant to a 10b5-1 plan dated June 25, 2015 between the Reporting Person and Morgan Stanley Smith Barney, LLC. ( 2 )The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.00 and $63.47, inclusive. The reporting person undertakes to provide to Team Health Holdings, Inc., any security holder of Team Health Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full in formation regarding the number of shares sold in each separate transaction. ( 3 )Prior to the reported transaction, 38,815 shares previously reported in column 5 of Table 1 on the Reporting Person's Form 4 dated May 26, 2015 were re-classified as Restricted Stock Units (RSU's), the Reporting Person's beneficial ownership of which is reported in Table II of this filing as RSU's totaling 38,815. Future changes in beneficial ownership of RSU's will be reported in Table II of the Reporting Person's Section 16 filings. ( 4 )These shares were acquired upon the exercise of stock options pursuant to a 10b5-1 plan dated June 25, 2015 between the reporting person and Morgan Stanley Smith Barney, LLC ( 5 )These stock options were exercised, and the underlying shares sold, pursuant to a 10b5-1 plan between the Reporting Person and Morgan Stanley Smith Barney dated June 25, 2015. ( 6 )The stock options are fully vested and exercisable. ( 7 )The stock options are fully vested and exercisable with respect to 75% of the underlying shares and shall vest and become exercisable with respect to the remaining 25% of the underlying shares on the fourth anniversary of the May 18, 2012 grant date. ( 8 )The stock options are vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to the remaining 50% of the underlying shares on the fourth anniversary of the May 23, 2013 grant date. ( 9 )Each RSU represents the contingent right to receive one share of common stock upon vesting of the unit. ( 10 )The remaining RSU's will vest 25% on each of the 2nd, 3rd and 4th anniversaries of the May 20, 2014 grant date. ( 11 )100% of the RSU's are scheduled to vest on the fourth anniversary of the May 20, 2014 grant date. ( 12 )25% of the RSU's are scheduled to vest on each of the 1st, 2nd, 3rd and 4th anniversaries of the May 21, 2015 grant date.

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