Sec Form 4 Filing - Gatti Amerino @ TEAM INC - 2019-11-15

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 Gatti Amerino 2. Issuer Name and Ticker or Trading Symbol TEAM INC [ TISI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 13131 DAIRY ASHFORD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2019 (Street) SUGAR LAND, TX77478 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 11/15/2019 M 3,367 A $ 0 55,692 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 Restricted Stock Units ( 1 ) 11/15/2019 A 49,102 ( 2 ) 11/15/2029 Common Stock 49,102 $ 0 49,102 D Restricted Stock Units ( 1 ) 11/15/2019 M 3,367 ( 3 ) 11/15/2028 Common Stock 3,367 $ 0 18,843 D Restricted Stock Units ( 4 ) 11/15/2019 F 2,185 ( 4 ) 11/15/2028 Common Stock 2,185 $ 0 16,658 D Performance Stock Units ( 5 ) 01/24/2023 01/24/2023 Common Stock 280,000 280,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gatti Amerino 13131 DAIRY ASHFORD, SUITE 600 SUGAR LAND, TX77478 X CEO Signatures /s/ Amerino Gatti 11/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock Units convert on a 1-for-1 basis into shares of Team Common Stock. ( 2 )Stock Units vest 25% on 11/15/20, 11/15/21, 11/15/22 and 11/15/23, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the respective vesting schedule. ( 3 )Stock Units vest 25% on 11/15/2019, 11/15/2020, 11/15/2021 and 11/15/2022, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the respective vesting schedule. ( 4 )Represents the portion of Stock Units withheld for income taxes prior to settlement in Common Stock. ( 5 )Each performance stock unit ("PSU") represents a contingent right to receive one share of Common Stock. Twenty percent (20%) of the PSUs will vest and become non-forfeitable on the date on which each Common Stock price milestone specified in the Performance Unit Award Agreement dated January 24, 2018 is achieved during the performance period beginning January 24, 2018 and ending January 24, 2023 (or, if later, January 24, 2019), subject to continued employment through the applicable vesting 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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