SEC Form 4 · accession 0001410471-15-000112

IPC Healthcare, Inc. · IPCM

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

Reporting owner

Officer — CEO & Chairman · Director

Period of report

Nov 23, 2015

Accepted (ET)

Nov 25, 2015 · 9:48 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001410471

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Nov 23, 2015	U	62,500	$80.25	D	1,675	D
Common Stock^F1	Nov 23, 2015	A	11,717	—	A	13,392	D
Common Stock^F1	Nov 23, 2015	D	11,717	—	D	1,675	D
Common Stock^F1	Nov 23, 2015	A	20,742	—	A	22,417	D
Common Stock^F1	Nov 23, 2015	D	20,742	—	D	1,675	D
Common Stock^F2	Nov 23, 2015	D	1,675	—	D	0	D
Common Stock	Nov 23, 2015	U	23,006	$80.25	D	0	I	Emerald Isle Trust
Common Stock	Nov 23, 2015	U	23,006	$80.25	D	0	I	Whitehall Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F1	—	Nov 23, 2015	D	3,929	D	—	—	Common Stock	3,929	D
Restricted Stock Units^F1	—	Nov 23, 2015	D	5,185	D	—	—	Common Stock	5,185	D
Restricted Stock Units^F1	—	Nov 23, 2015	A	11,060	D	—	—	Common Stock	11,060	D
Performance Stock Units^F1	—	Nov 23, 2015	D	28,119	D	—	—	Common Stock	28,119	D
Stock Option (Right to Buy)^F3	$17.54	Nov 23, 2015	D	1,096	D	—	Mar 9, 2018	Common Stock	1,096	D
Stock Option (Right to Buy)^F3	$15.90	Nov 23, 2015	D	106,918	D	—	Mar 4, 2019	Common Stock	106,918	D
Stock Option (Right to Buy)^F3	$33.00	Nov 23, 2015	D	88,291	D	—	Mar 3, 2020	Common Stock	88,291	D
Stock Option (Right to Buy)^F3	$45.97	Nov 23, 2015	D	71,250	D	—	Mar 9, 2021	Common Stock	71,250	D
Stock Option (Right to Buy)^F3	$36.06	Nov 23, 2015	D	20,000	D	—	Mar 1, 2022	Common Stock	20,000	D
Stock Option (Right to Buy)^F3	$42.12	Nov 23, 2015	D	7,432	D	—	Feb 27, 2020	Common Stock	7,432	D
Stock Options (Right to Buy)^F3	$52.07	Nov 23, 2015	D	7,018	D	—	Mar 5, 2021	Common Stock	7,018	D

F1Each performance-based restricted stock unit award and time-based restricted stock unit award was converted into awards with respect to shares of Team Health based on the exchange ratio set forth in the Agreement and Plan of Merger, dated as of August 4, 2015, among the issuer Team Health Holdings, Inc ("TMH") and IPC Healthcare, Inc. (the "Merger Agreement" ) and, for awards with performance periods that ended on or prior to the effective time, based on actual achievement of the underlying performance goals through such time.
F2This restricted stock award which was scheduled to vest on or prior to March 1, 2016 was fully vested and cancelled pursuant to the Merger Agreement and converted into the right to receive an amount equal to the per share merger consideration of $80.25 (the Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such award.
F3These options were converted into options to purchase shares of TMH pursuant to the Merger Agreement on the same terms and conditions as applicable to these options, based on the exchange ratio set forth in the Merger Agreement.