SEC Form 4 · accession 0001127602-15-010397
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
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 10:40 am 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,F2 | Mar 4, 2015 | M | 42,442 | $14.93 | A | 156,078 | I | See Footnote |
| Common StockF3,F4,F2 | Mar 4, 2015 | S | 42,442 | $60.0442 | D | 113,636 | I | See Footnote |
| Common StockF1,F2 | Mar 5, 2015 | M | 19,431 | $14.93 | A | 133,067 | I | See Footnote |
| Common StockF3,F5,F2 | Mar 5, 2015 | S | 19,431 | $58.6921 | D | 113,636 | I | See Footnote |
| Common StockF1,F2 | Mar 5, 2015 | M | 22,500 | $21.64 | A | 136,136 | I | See Footnote |
| Common StockF3,F5,F2 | Mar 5, 2015 | S | 22,500 | $58.6921 | D | 113,636 | I | See Footnote |
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)F6,F7 | $14.93 | Mar 4, 2015 | M | 42,442 | D | — | Dec 15, 2019 | Common Stock | 42,442 | 19,431 | D |
| Stock Options (Right to Buy)F6,F7 | $14.93 | Mar 5, 2015 | M | 19,431 | D | — | Dec 15, 2019 | Common Stock | 19,431 | 0 | D |
| Stock Options (Right to Buy)F6,F8 | $21.64 | Mar 5, 2015 | M | 22,500 | D | — | May 26, 2021 | Common Stock | 22,500 | 7,500 | D |
Explanation of responses
- F1These shares were acquired upon the exercise of stock options pursuant to a 10b5-1 plan dated September 10, 2014 between the shareholder and Morgan Stanley Smith Barney.
- F2These shares are held by The H. Lynn Massingale Trust, of which the Reporting Person is the trustee and sole vested beneficiary.
- F3These shares were sold pursuant to a Rule 10b5-1 Trading Plan entered into on September 10, 2014 between H. Lynn Massingale and Morgan Stanley Smith Barney.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60 to $60.28, inclusive. The reporting person undertakes to provide to Team Health Holdings, Inc., any security holder of Team Health Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.17 to $59.82, inclusive. The reporting person undertakes to provide to Team Health Holdings, Inc., any security holder of Team Health Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F6These stock options were exercised and the option shares were sold pursuant to Rule 10b5-1 Sales Plan dated September 10, 2014 between H. Lynn Massingale and Morgan Stanley Smith Barney, LLC.
- F7The stock options are fully vested and excercisable.
- F8The stock options are fully vested and exercisable with respect to 75% of the underlying shares and shall vest and become exercisable with respect to the remaining 25% of the underlying shares on the 4th anniversary of the May 26, 2011 grant date.