SEC Form 4 · accession 0000899243-17-003187

TEAM HEALTH HOLDINGS INC. · TMH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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.
• F10These restricted stock units were to vest one-half on each of the third and fourth anniversaries of the May 20, 2014 grant date.
• F11These restricted stock units were to vest on December 31, 2017.
• F12These restricted stock units were to vest one-third on each of the second, third and fourth anniversaries of the May 21, 2015 grant date.
• F13These restricted stock units will vest one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date.
• F14Each 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.
• F15Pursuant 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.
• F2Pursuant 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.
• F3These restricted shares were to vest on May 23, 2017.
• F4Pursuant 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.
• F5These stock options are fully vested.
• F621,785 of these stock options are fully vested. The remaining stock options were to vest and become exercisable on the fourth anniversary of the May 23, 2013 grant date.
• F7These 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.
• F8Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
• F9Pursuant to the Merger Agreement, immediately prior to the effective time, any vesting conditions applicable to each restricted stock unit automatically accelerated in full, each restricted 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 restricted 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.