Sec Form 4 Filing - Snowden Miles @ TEAM HEALTH HOLDINGS INC. - 2017-02-06

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 Snowden Miles 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) Chief Medical Officer (Last) (First) (Middle) 265 BROOKVIEW CENTRE WAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2017 (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 02/06/2017 D( 1 ) 1,500 D $ 43.5 ( 1 ) 0 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) $ 42.7 02/06/2017 D( 2 ) 9,817 ( 3 ) 03/10/2024 Common Stock 9,817 ( 2 ) 0 D Restricted Stock Units ( 4 ) 02/06/2017 D( 5 ) 1,690 ( 6 ) ( 6 ) Common Stock 1,690 $ 43.5 ( 5 ) 0 D Restricted Stock Units ( 4 ) 02/06/2017 D( 5 ) 3,668 ( 7 ) ( 7 ) Common Stock 3,668 $ 43.5 ( 5 ) 0 D Restricted Stock Units ( 4 ) 02/06/2017 D( 5 ) 6,558 ( 8 ) ( 8 ) Common Stock 6,558 $ 43.5 ( 5 ) 0 D Performance Share Units ( 9 ) 02/06/2017 D( 10 ) 6,558 ( 9 )( 10 ) ( 9 )( 10 ) Common Stock 6,558 $ 43.5 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Snowden Miles 265 BROOKVIEW CENTRE WAY SUITE 400 KNOXVILLE, TN37919 Chief Medical Officer Signatures /s/ John R. Stair, attorney-in-fact for Dr. Snowden 02/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 6, 2017, an affiliate of The Blackstone Group, L.P. acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2016 (the "Merger Agreement"), among the Issuer, Tennessee Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Tennessee Parent, Inc., a Delaware corporation ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) was cancelled and automatically converted into the right to receive $43.50 in cash, without interest and subject to applicable withholding taxes. ( 2 )Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option ("Option") automatically vested and was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to the Option multiplied by (y) the excess, if any, of $43.50 over the exercise price per share under such Option. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. ( 3 )These stock options were to vest and become exercisable one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date. ( 4 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock. ( 5 )Pursuant to the Merger Agreement, immediately prior to the effective time, any vesting conditions applicable to each restricted stock unit ("Stock Unit") automatically accelerated in full, each Stock Unit was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to such Stock Unit immediately prior to the effective time multiplied by (y) $43.50. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. ( 6 )These restricted stock units were to vest in two equal installments on the third and fourth anniversaries of the September 15, 2014 grant date. ( 7 )These restricted stock units were to vest one-third on each of the second, third and fourth anniversaries of the May 21, 2015 grant date. ( 8 )These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date. ( 9 )Each performance share unit ("PSU") represents the right to receive, at settlement, a number of shares of common stock determined by reference to the level of achievement of certain company-wide performance goals (specifically, company-wide EBITDA achievement and net revenue) during the period beginning on January 1, 2016, and ending on December 31, 2017. Subject to certain exceptions for qualifying terminations of employment as set forth in the applicable award agreement, the performance share units were to vest, with the Reporting Person entitled to receive all such earned PSUs subject to the Reporting Person's continued employment, upon the third anniversary of the March 10, 2016 grant date. ( 10 )Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding PSU automatically vested at the target level of performance and was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the target number of shares subject to such PSU multiplied by (y) $43.50. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

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