SEC Form 4 · accession 0000899243-17-003206
TEAM HEALTH HOLDINGS INC. · TMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn A. Davenport
Director
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 8:34 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 | 21,668 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2,F4 | — | Feb 6, 2017 | D | 916 | D | — | — | Common Stock | 916 | 0 | D |
| Restricted Stock UnitsF3,F2,F5 | — | Feb 6, 2017 | D | 1,630 | D | — | — | Common Stock | 1,630 | 0 | D |
| Restricted Stock UnitsF3,F2,F6 | — | Feb 6, 2017 | D | 3,320 | D | — | — | Common Stock | 3,320 | 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.
- F2Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- F3Pursuant 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 on May 20, 2017.
- F5These restricted stock units were to vest in two equal installments on the second and third anniversaries of the May 21, 2015 grant date.
- F6These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 3, 2016 grant date.