Sec Form 4 Filing - Massingale H. Lynn @ TEAM HEALTH HOLDINGS INC. - 2015-12-31

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) 12/31/2015 (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 12/31/2015 12/31/2015 M 15,934 ( 1 ) A $ 0 50,758 I In Trust Common Stock 12/31/2015 12/31/2015 F 6,749 ( 2 ) D $ 0 44,009 ( 3 ) I In Trust

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 Restricted Stock Units ( 4 ) 12/31/2015 12/31/2015 M 15,934 ( 1 ) ( 5 ) 12/31/2017 Common Stock 15,934 $ 0 31,868 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 01/14/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )15,934 restricted stock units vested on December 31, 2015, representing 1/3 of the restricted stock unit award of 47,802 restricted stock units granted to Dr. Massingale on December 31, 2014. ( 2 )These shares were withheld to satisfy the tax obligation arising from the vesting of 15,934 restricted stock units on December 31, 2015. ( 3 )This amount includes 4,773 restricted shares scheduled to vest 50% on each of May 23, 2016 and May 23, 2017. ( 4 )Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. ( 5 )The remaining 2/3 of the Restricted Stock Units will vest on each of the second and third anniversaries of the December 31, 2014 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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