SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. )

Team Health Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87817A107

(CUSIP Number)

Marc Weingarten, Esq.

Eleazer Klein, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 16, 2016

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87817A107 SCHEDULE 13D Page 2 of 9 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,890,368 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 5,890,368 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,890,368 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 8.0%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 87817A107 SCHEDULE 13D Page 3 of 9 Pages

1	NAME OF REPORTING PERSONS EDWIN M. CRAWFORD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 82,251 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 82,251 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 82,251 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 87817A107 SCHEDULE 13D Page 4 of 9 Pages

1	NAME OF REPORTING PERSONS NANCY M. SCHLICHTING
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 12,125 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 12,125 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 12,125 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 87817A107 SCHEDULE 13D Page 5 of 9 Pages

Item 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the shares (“Shares”) of common stock, par value $0.01 per share, of Team Health Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 265 Brookview Centre Way, Suite 400, Knoxville, TN 37919.

Item 2. IDENTITY AND BACKGROUND.

(a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company (“JANA”) ; (ii) Edwin M. Crawford (“Mr. Crawford”); and (iii) Nancy M. Schlichting (“Ms. Schlichting” and together with JANA and Mr. Crawford, the “Reporting Persons”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal”).

(b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. Crawford is 600 Hangar Lane, Nashville, TN 37217. The address of Ms. Schlichting is 1 Ford Place, 5B, Detroit MI 48202.

(c) The principal business of JANA and the Principal is investing for accounts under their management. The principal business of Mr. Crawford is serving as Co-Founder and Principal of CrawfordSpalding Group LLC, a provider of business advisory and management services, as well as Partner in Crawford-Ross, LLC, a healthcare investment firm. The principal business of Ms. Schlichting is serving as the President and Chief Executive Officer of Henry Ford Health System, a non-for-profit healthcare provider.

(d) Neither the Reporting Persons nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Persons nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) JANA is a limited liability company organized in Delaware. The Principal, Mr. Crawford and Ms. Schlichting are United States citizens.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 5,984,744 Shares reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $234 million.

JANA used a total of approximately $231 million (including brokerage commissions) in the aggregate to acquire the 5,890,368 Shares reported herein as beneficially owned by JANA. Funds for the purchase of the Shares reported herein as beneficially owned by JANA were derived from investment funds in accounts managed by JANA. Such Shares are held by the investment funds managed by JANA in cash accounts and none of the funds used to purchase the Shares reported herein as beneficially owned by JANA were provided through borrowings of any nature.

CUSIP No. 87817A107 SCHEDULE 13D Page 6 of 9 Pages

Mr. Crawford used a total of approximately $3 million in the aggregate to acquire the 82,251 Shares reported herein as beneficially owned by him. The Shares reported herein as beneficially held by Mr. Crawford were purchased solely with the personal funds of Mr. Crawford and none of the funds used to purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature.

Ms. Schlichting used a total of approximately $400 thousand in the aggregate to acquire the 12,125 Shares reported herein as beneficially owned by her. The Shares reported herein as beneficially held by Ms. Schlichting were purchased solely with the personal funds of Ms. Schlichting and none of the funds used to purchase the Shares reported herein as beneficially owned by her were provided through borrowings of any nature.

Item 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. JANA believes that the Issuer has made missteps in critical areas including capital allocation, strategy and governance, and that the Issuer’s board of directors would benefit from the addition of new directors with the necessary expertise, experience and focus on shareholder value to help evaluate opportunities for future shareholder value creation. Therefore, on February 19, 2016, JANA submitted to the Issuer a notice of its intention to nominate Mr. Crawford, Ms. Schlichting and Scott Ostfeld (collectively, the “Potential Nominees”) for election to the Issuer’s board of directors at the 2016 annual meeting of stockholders of the Issuer (the “Annual Meeting”). Mr. Crawford previously served as the Chairman of CVS Caremark Corporation, a leading provider of pharmacy benefits management services. Ms. Schlichting is the President and CEO of Henry Ford Health Systems, one of the nation’s leading health care providers. Mr. Ostfeld is a Partner at JANA and a Co-Portfolio Manager for JANA’s active equity ownership strategy. JANA met with members of the Issuer’s management team on February 24, 2016 to discuss the matters described herein.

The Reporting Persons may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.

Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar transactions with respect to the Shares.

CUSIP No. 87817A107 SCHEDULE 13D Page 7 of 9 Pages

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 73,537,940 Shares outstanding, which is the total number of Shares outstanding as of February 18, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 22, 2016.

As of the close of business on February 24, 2016, JANA may be deemed to beneficially own 5,890,368 Shares, constituting approximately 8.0% of the Shares outstanding.

As of the close of business on February 24, 2016, Mr. Crawford may be deemed to beneficially own 82,251 Shares, constituting approximately 0.1% of the Shares outstanding.

As of the close of business on February 24, 2016, Ms. Schlichting may be deemed to beneficially own 12,125 Shares, constituting approximately 0.0% of the Shares outstanding.

By virtue of the Nominee Agreements (as defined and described in Item 6 below), JANA, Mr. Crawford and Ms. Schlichting may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 5,984,744 Shares, representing approximately 8.1% of the outstanding Shares. Mr. Crawford expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and Ms. Schlichting. Ms. Schlichting expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and Mr. Crawford. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by Mr. Crawford and Ms. Schlichting.

(b) JANA has sole voting and dispositive power over 5,890,368 Shares, which power is exercised by the Principal. Mr. Crawford has sole voting and dispositive power over the 82,251 Shares beneficially owned by him. Ms. Schlichting has sole voting and dispositive power over the 12,125 Shares beneficially owned by her.

(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Mr. Crawford and Ms. Schlichting (each an “Independent Nominee”) have each entered into a nominee agreement (the “Nominee Agreement”) with JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Independent Nominee agreed, if JANA so elects, to become a member of a slate of nominees (the “Slate”) and stand for election as a director of the Issuer. Pursuant to each Nominee Agreement, JANA has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting, and to defend and indemnify each Independent Nominee against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based on their nomination as a candidate for election to the Issuer’s board of directors and the solicitation of proxies in

CUSIP No. 87817A107 SCHEDULE 13D Page 8 of 9 Pages

support of their election. Each Independent Nominee will receive compensation under the Nominee Agreement in the amount of $80,000 in the event that he or she serves on the Slate until the Annual Meeting (or the earlier abandonment of the proxy solicitation), and an additional $130,000 in the event of his appointment or election. The estimated after-tax proceeds of the cash payments referred to in the prior sentence are required to be used to purchase Shares. A copy of the form of the Nominee Agreement is attached as Exhibit B and is incorporated by reference herein.

Except as otherwise set forth herein and the joint filing agreement attached hereto as Exhibit C, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:	Transactions in the Shares During the Last 60 Days.
Exhibit B:	Form of Nominee Agreement
Exhibit C:	Joint Filing Agreement, dated February 25, 2016

CUSIP No. 87817A107 SCHEDULE 13D Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 25, 2016

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Edwin M. Crawford
EDWIN M. CRAWFORD
/s/ Nancy M. Schlichting
NANCY M. SCHLICHTING

EX-99

EXHIBIT A

Transactions in Shares of the Issuer During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
1/6/2016	9,828	43.16
1/6/2016	99,222	43.47
1/7/2016	195,189	43.57
1/7/2016	513,400	43.42
1/8/2016	299,811	44.26
1/11/2016	303,171	44.91
1/12/2016	105,504	44.05
1/12/2016	195,900	43.83
1/13/2016	361,799	40.74
1/14/2016	169,989	37.99
1/15/2016	10,000	40.21
1/15/2016	165,000	39.23
1/19/2016	115,587	40.56
1/20/2016	110,852	41.53
1/21/2016	125,000	42.18
1/22/2016	50,000	41.46
1/25/2016	65,000	41.28
1/26/2016	65,000	41.68
1/27/2016	40,000	41.76
1/28/2016	50,000	40.24
1/29/2016	50,000	40.61
2/1/2016	50,000	40.83
2/2/2016	70,000	39.94
2/3/2016	20,000	37.97
2/8/2016	50,000	33.92
2/8/2016	100,000	33.94
2/10/2016	60,000	34.63
2/16/2016	471,100	34.14
2/16/2016	52,670	34.18
2/16/2016	482,300	34.27
2/17/2016	54,000	37.03
2/17/2016	300,000	35.98
2/17/2016	50,948	37.13
2/17/2016	(50,948)	37.11
2/18/2016	180,200	35.33
2/18/2016	232,100	36.05
2/18/2016	74,900	36.17
2/19/2016	145,846	34.24
2/22/2016	50,000	35.50
2/23/2016	35,400	37.76
2/23/2016	114,600	37.78
2/24/2016	25,000	36.89
2/24/2016	50,000	36.95
2/24/2016	172,000	37.29

Mr. Crawford

Trade Date	Amount Acquired (Sold)	Price Per Share ($)
2/12/2016	21,625	33.93
2/17/2016	13,800	37.10
2/17/2016	200	35.60
2/18/2016	19,375	35.87
2/24/2016	27,251	36.99

Ms. Schlichting

Trade Date	Amount Acquired (Sold)	Price Per Share ($)
2/12/2016	12,125	34.15

EX-99

EXHIBIT B

Form of Nominee Agreement

NOMINATION AGREEMENT

1. This Nomination Agreement (the “Agreement”) is by and between JANA Partners LLC (“JANA,” “we” or “us”) and [NOMINEE] (“you”).

2. You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of a JANA affiliate (the “Nominating Party”) which nominees shall stand for election as directors of Team Health Holdings, Inc. (“Team Health”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted in respect of the 2016 annual meeting of stockholders of Team Health (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree to serve as a director of Team Health if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $80,000 within three (3) business days of the date hereof and (ii) in the event that you are appointed or elected and serve as a director of Team Health, $130,000 within three (3) business days of such appointment or election, provided that in the case of clauses (i) and (ii) you agree that an amount equal to the estimated after-tax proceeds of such compensation (assuming a combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar) will be invested in the common stock of Team Health within five (5) business days of receipt (or such longer period as may be required to comply with any legal or regulatory requirements, or in the case of clause (ii) to comply with the policies of the board of directors of Team Health (the “Board”)). You agree to hold any securities purchased by you in accordance with this paragraph (i) in the event you are chosen by JANA to become a member of the Slate and are appointed or elected as a director of Team Health pursuant to this Agreement, until at least the later of (A) the first date as of which you are no longer a director of Team Health and (B) three (3) years from the date of such appointment or election (or if earlier, the date of any merger or sale which has been approved if applicable by the Board and shareholders), (ii) in the event you are chosen by JANA to become a member of the Slate but are not appointed or elected as a director of Team Health, until at least the earlier of (A) the conclusion of the Annual Meeting and (B) the termination of the Proxy Solicitation, or (iii) in the event you are not chosen by JANA to become a member of the Slate, until at least the earlier of (A) public announcement of the nomination by JANA or the Nominating Party of a Slate or (B) the termination of the Proxy Solicitation, provided, however, that JANA agrees to promptly notify you of its decision to terminate the Proxy Solicitation. You understand and agree that the compensation described in this paragraph may not be paid to you, or that you may be required to refund such compensation, in the event that this Agreement is terminated by JANA for Cause. “Cause” shall mean (i) fraud or willful misconduct by you, (ii) a material violation by you of applicable laws, or (iii) your refusal to serve as a nominee for the Board or as a member of the Board.

3. JANA agrees on behalf of the Nominating Party that, so long as you actually serve on the Slate, JANA will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Team Health on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, JANA is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Team Health, if you are elected. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the JANA Questionnaire (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify JANA in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, JANA shall promptly assume control of the defense of such claim with counsel chosen by JANA. JANA shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, JANA may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of JANA in this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement, JANA will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

4. You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of Team Health if such nominee later changes his or her mind and determines not to serve on the Slate or, if elected, as a director of Team Health. Accordingly, JANA is relying upon your agreement to serve on the Slate and, if elected, as a director of Team Health. In that regard, you will be supplied with a questionnaire (the “JANA Questionnaire”) in which you will provide JANA with information necessary for the Nominating Party to make appropriate

disclosure to Team Health and to use in creating the proxy solicitation materials to be sent to stockholders of Team Health and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation.

5. You agree that (i) upon request you will promptly complete, sign and return the JANA Questionnaire, (ii) your responses in the JANA Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information related to the Proxy Solicitation as may be reasonably requested by JANA. In addition, you agree that you will execute and return a separate instrument confirming that you consent to being nominated for election as a director of Team Health and, if elected, consent to serving as a director of Team Health. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed JANA Questionnaire (or summary thereof), to Team Health, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein, as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith.

6. You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of public communication relating to Team Health or the Proxy Solicitation without the prior approval of JANA; and (iii) you will not agree to serve, or agree to be nominated to stand for election by Team Health or any other stockholder of Team Health (other than JANA), as a director of Team Health without the prior approval of JANA.

7. In addition to the purchases of common stock of Team Health set forth in the first paragraph above, you may invest in additional securities of Team Health. With respect to any purchases made pursuant to the first paragraph above or this paragraph, (i) you agree to consult with JANA regarding such purchases and provide necessary information following such purchases so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) JANA or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto at no cost to you. With respect to any purchases made pursuant to this paragraph you agree not to dispose of any such securities prior to the termination of this Agreement.

8. Each of us recognizes that should you be elected or appointed to the Board all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Team Health and to the stockholders of Team Health and, as a result, that there is, and can be, no agreement between you and JANA that governs the decisions which you will make as a director of Team Health.

9. This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board, (iii) the termination of the Proxy Solicitation or (iv) our election to not include you as part of the Slate, provided, however, that the second and third,
JANA’s confidentiality obligations in the fifth, and the eighth, tenth and eleventh paragraphs of this Agreement shall survive such termination.

10. This Agreement sets forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by JANA and you.

11. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.

[Signature Page Follows]

Agreed to as of the date both parties have signed:

JANA PARTNERS LLC

By:                                                                                                            

Name:

Title:

Date:

________________________________________________________

Name: [NOMINEE]

Date:

EX-99

EXHIBIT C

Joint Filing Agreement, dated February 25, 2016

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: February 25, 2016

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Edwin M. Crawford
EDWIN M. CRAWFORD
/s/ Nancy M. Schlichting
NANCY M. SCHLICHTING