SEC Form 4 · accession 0000899243-17-003204

TEAM HEALTH HOLDINGS INC. · TMH

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

Reporting owner

H. Lynn Massingale

Officer — Executive Chairman · Director

Period of report

Feb 6, 2017

Accepted (ET)

Feb 8, 2017 · 8:33 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 Stock^F1,F17	Feb 6, 2017	D	14,979	$43.50	D	33,364	I	See Footnote
Common Stock^F2,F17	Feb 6, 2017	D	30,977	$43.50	D	2,387	I	See Footnote
Common Stock^F4,F3	Feb 6, 2017	D	2,387	$43.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F5,F6	$21.64	Feb 6, 2017	D	3,750	D	—	May 26, 2021	Common Stock	3,750	D
Stock Options (Right to Buy)^F5,F7	$22.09	Feb 6, 2017	D	37,500	D	—	May 18, 2022	Common Stock	37,500	D
Stock Options (Right to Buy)^F5,F8	$38.45	Feb 6, 2017	D	25,262	D	—	May 23, 2021	Common Stock	25,262	D
Restricted Stock Units^F10,F9,F11	—	Feb 6, 2017	D	10,562	D	—	—	Common Stock	10,562	D
Restricted Stock Units^F10,F9,F12	—	Feb 6, 2017	D	31,868	D	—	—	Common Stock	31,868	D
Restricted Stock Units^F10,F9,F13	—	Feb 6, 2017	D	11,981	D	—	—	Common Stock	11,981	D
Restricted Stock Units^F10,F9,F14	—	Feb 6, 2017	D	50,820	D	—	—	Common Stock	50,820	D
Restricted Stock Units^F10,F9,F15	—	Feb 6, 2017	D	15,934	D	—	—	Common Stock	15,934	D
Restricted Stock Units^F10,F9,F16	—	Feb 6, 2017	D	40	D	—	—	Common Stock	40	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.
F10Pursuant 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.
F11These restricted stock units were to vest in equal installments on the third and fourth anniversaries of the May 20, 2014 grant date.
F12These restricted stock units were to vest on the second and third anniversaries of the December 31, 2014 grant date.
F13These restricted stock units were to vest one-third on each of the second, third and fourth anniversaries of the May 21, 2015 grant date.
F14These restricted stock units were to vest one-third on each of the first, second, and third anniversaries of the March 10, 2016 grant date.
F15Represents an award of restricted stock units granted to correct an administrative error that is fully vested and shall be paid out to the Reporting Person after the Reporting Person's separation from service from the Issuer in equal monthly installments.
F16Represents an award of restricted stock units granted to correct an administrative error that vest and settle upon consummation of the Merger.
F17These shares are held by The H. Lynn Massingale Revocable Trust, of which the Reporting Person is the trustee and sole vested beneficiary.
F2Pursuant to the Share Contribution and Share Subscription Agreement, dated as of February 6, 2017 (the "Rollover Agreement "), by and between the Reporting Person and TN Holdco, Inc., an affiliate of Parent, the Reporting Person contributed these shares to TN Holdco, Inc. (the "Rollover") in exchange for a number of shares of TN Holdco, Inc.'s Class A-2 Common Stock calculated in accordance with the Rollover Agreement, and effective as of the effective time of the Merger. For the purposes of the Rollover, these shares were valued at $43.50 per share.
F3Pursuant 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.
F4These restricted shares were to vest on May 23, 2017.
F5Pursuant 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.
F6These stock options are fully vested.
F7These stock options are fully vested.
F818,946 of these stock options have vested. The remaining stock options were to vest on the fourth anniversary of the May 23, 2013 grant date.
F9Each restricted stock unit represents the right to receive, at settlement, one share of common stock.