SEC Form 4 · accession 0000899243-17-003197
TEAM HEALTH HOLDINGS INC. · TMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Fry
Director
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 8:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082754
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F1,F4 | — | Feb 6, 2017 | D | 1,085 | D | — | — | Common Stock | 1,085 | 0 | D |
| Restricted Stock UnitsF2,F3,F1,F5 | — | Feb 6, 2017 | D | 3,320 | D | — | — | Common Stock | 3,320 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- F2On 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.
- F3(Continued from footnote 2) 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.
- F4These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the July 10, 2015 grant date.
- F5These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 3, 2016 grant date.