SEC Form 4 · accession 0001127602-15-024975
TEAM HEALTH HOLDINGS INC. · TMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P. Jones
Officer — Executive VP and CFO
Period of report
Aug 12, 2015
Accepted (ET)
Aug 14, 2015 · 4:44 pm EDT
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,F3 | Aug 12, 2015 | S | 12,000 | $63.1415 | D | 36,148 | D | |
| Common StockF4 | Aug 12, 2015 | M | 10,000 | $21.64 | A | 46,148 | D | |
| Common StockF2 | Aug 12, 2015 | S | 10,000 | $63.1415 | D | 36,148 | D | |
| Common StockF4 | Aug 12, 2015 | M | 10,000 | $22.09 | A | 46,148 | D | |
| Common StockF2 | Aug 12, 2015 | S | 10,000 | $63.1415 | D | 36,148 | D | |
| Common StockF4 | Aug 12, 2015 | M | 10,000 | $38.45 | A | 46,148 | D | |
| Common StockF2 | Aug 12, 2015 | S | 10,000 | $63.1415 | D | 36,148 | D |
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)F5,F6 | $21.64 | Aug 12, 2015 | M | 10,000 | D | — | May 26, 2021 | Common Stock | 10,000 | 0 | D |
| Stock Options (Right to Buy)F5,F7 | $22.09 | Aug 12, 2015 | M | 10,000 | D | — | May 18, 2022 | Common Stock | 10,000 | 10,000 | D |
| Stock Options (Right to Buy)F5,F8 | $38.45 | Aug 12, 2015 | M | 10,000 | D | — | May 23, 2021 | Common Stock | 10,000 | 19,047 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | May 20, 2018 | Common Stock | 8,318 | 8,318 | D |
| Restricted Stock UnitsF9,F11 | — | holding | — | — | — | — | May 20, 2018 | Common Stock | 21,124 | 21,124 | D |
| Restricted Stock UnitsF9,F12 | — | holding | — | — | — | — | May 21, 2019 | Common Stock | 9,373 | 9,373 | D |
Explanation of responses
- F1These shares were sold pursuant to a 10b5-1 plan dated June 25, 2015 between the Reporting Person and Morgan Stanley Smith Barney, LLC.
- F10The remaining RSU's will vest 25% on each of the 2nd, 3rd and 4th anniversaries of the May 20, 2014 grant date.
- F11100% of the RSU's are scheduled to vest on the fourth anniversary of the May 20, 2014 grant date.
- F1225% of the RSU's are scheduled to vest on each of the 1st, 2nd, 3rd and 4th anniversaries of the May 21, 2015 grant date.
- F2The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.00 and $63.47, 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 in formation regarding the number of shares sold in each separate transaction.
- F3Prior to the reported transaction, 38,815 shares previously reported in column 5 of Table 1 on the Reporting Person's Form 4 dated May 26, 2015 were re-classified as Restricted Stock Units (RSU's), the Reporting Person's beneficial ownership of which is reported in Table II of this filing as RSU's totaling 38,815. Future changes in beneficial ownership of RSU's will be reported in Table II of the Reporting Person's Section 16 filings.
- F4These shares were acquired upon the exercise of stock options pursuant to a 10b5-1 plan dated June 25, 2015 between the reporting person and Morgan Stanley Smith Barney, LLC
- F5These stock options were exercised, and the underlying shares sold, pursuant to a 10b5-1 plan between the Reporting Person and Morgan Stanley Smith Barney dated June 25, 2015.
- F6The stock options are fully vested and exercisable.
- F7The 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 fourth anniversary of the May 18, 2012 grant date.
- F8The stock options are vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to the remaining 50% of the underlying shares on the fourth anniversary of the May 23, 2013 grant date.
- F9Each RSU represents the contingent right to receive one share of common stock upon vesting of the unit.