SEC Form 4 · accession 0000902664-17-000857
TEAM HEALTH HOLDINGS INC. · TMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Ostfeld
Director
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 5:02 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,F5,F1,F4 | — | Feb 6, 2017 | D | 2,841 | D | — | — | Common Stock | 2,841 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represented the right to receive, at settlement, one share of common stock of the Issuer.
- 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.
- F3Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to each restricted stock unit under the Company's Amended and Restated 2009 Stock and Incentive Plan, as amended ("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 of the Merger multiplied by (y) $43.50, subject to applicable withholding taxes.
- F4These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 25, 2016 grant date.
- F5The reporting person is a Partner of JANA Partners LLC ("JANA") and held such restricted stock units for the benefit of JANA. The reporting person disclaims beneficial ownership of the securities of the Issuer beneficially owned by JANA.