Sec Form 4 Filing - Massingale H. Lynn @ TEAM HEALTH HOLDINGS INC. - 2017-02-06

Insider filing report for Changes in Beneficial Ownership
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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
Massingale H. Lynn
2. Issuer Name and Ticker or Trading Symbol
TEAM HEALTH HOLDINGS INC. [ TMH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(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 ) 14,979 D $ 43.5 ( 1 ) 33,364 I See Footnote ( 17 )
Common Stock 02/06/2017 D( 2 ) 30,977 ( 2 ) D $ 43.5 ( 2 ) 2,387 I See Footnote ( 17 )
Common Stock 02/06/2017 D( 3 ) 2,387 ( 4 ) D $ 43.5 ( 3 ) 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) $ 21.64 02/06/2017 D( 5 ) 3,750 ( 6 ) 05/26/2021 Common Stock 3,750 ( 5 ) 0 D
Stock Options (Right to Buy) $ 22.09 02/06/2017 D( 5 ) 37,500 ( 7 ) 05/18/2022 Common Stock 37,500 ( 5 ) 0 D
Stock Options (Right to Buy) $ 38.45 02/06/2017 D( 5 ) 25,262 ( 8 ) 05/23/2021 Common Stock 25,262 ( 5 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 10,562 ( 11 ) ( 11 ) Common Stock 10,562 $ 43.5 ( 10 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 31,868 ( 12 ) ( 12 ) Common Stock 31,868 $ 43.5 ( 10 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 11,981 ( 13 ) ( 13 ) Common Stock 11,981 $ 43.5 ( 10 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 50,820 ( 14 ) ( 14 ) Common Stock 50,820 $ 43.5 ( 10 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 15,934 ( 15 ) ( 15 ) Common Stock 15,934 $ 43.5 ( 10 ) 0 D
Restricted Stock Units ( 9 ) 02/06/2017 D( 10 ) 40 ( 16 ) ( 16 ) Common Stock 40 $ 43.5 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Massingale H. Lynn
265 BROOKVIEW CENTRE WAY
SUITE 400
KNOXVILLE, TN37919
X Executive Chairman
Signatures
/s/ John R. Stair, attorney-in-fact for Dr. Massingale 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 Share Contribution and Share Subscription Agreement, dated as of February 6, 2017 (the "Rollover Agreement "), by and between the Reporting Person and TN Holdco, Inc., an affiliate of Parent, the Reporting Person contributed these shares to TN Holdco, Inc. (the "Rollover") in exchange for a number of shares of TN Holdco, Inc.'s Class A-2 Common Stock calculated in accordance with the Rollover Agreement, and effective as of the effective time of the Merger. For the purposes of the Rollover, these shares were valued at $43.50 per share.
( 3 )Pursuant to the Merger Agreement, immediately prior to the effective time, any vesting conditions applicable to each restricted share automatically accelerated in full, each restricted share 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 restricted share 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.
( 4 )These restricted shares were to vest on May 23, 2017.
( 5 )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.
( 6 )These stock options are fully vested.
( 7 )These stock options are fully vested.
( 8 )18,946 of these stock options have vested. The remaining stock options were to vest on the fourth anniversary of the May 23, 2013 grant date.
( 9 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 10 )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.
( 11 )These restricted stock units were to vest in equal installments on the third and fourth anniversaries of the May 20, 2014 grant date.
( 12 )These restricted stock units were to vest on the second and third anniversaries of the December 31, 2014 grant date.
( 13 )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.
( 14 )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.
( 15 )Represents an award of restricted stock units granted to correct an administrative error that is fully vested and shall be paid out to the Reporting Person after the Reporting Person's separation from service from the Issuer in equal monthly installments.
( 16 )Represents an award of restricted stock units granted to correct an administrative error that vest and settle upon consummation of the Merger.
( 17 )These shares are held by The H. Lynn Massingale Revocable Trust, of which the Reporting Person is the trustee and sole vested beneficiary.

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