SEC Form 4 · accession 0000899243-17-003196
TEAM HEALTH HOLDINGS INC. · TMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven E. Clifton
Officer — EVP and General Counsel
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 8:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082754
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 6, 2017 | D | 3,000 | $43.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F2,F3 | $42.70 | Feb 6, 2017 | D | 10,519 | D | — | Mar 10, 2024 | Common Stock | 10,519 | 0 | D |
| Restricted Stock UnitsF5,F4,F6 | — | Feb 6, 2017 | D | 7,026 | D | — | — | Common Stock | 7,026 | 0 | D |
| Performance Share UnitsF8,F7 | — | Feb 6, 2017 | D | 7,026 | D | — | — | Common Stock | 7,026 | 0 | D |
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.
- F2Pursuant 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.
- F3These 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.
- F4Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- F5Pursuant 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.
- F6These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date.
- F7Each 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.
- F8Pursuant 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.