FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEAM HEALTH HOLDINGS INC. [ TMH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 164,319(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to Buy) | $14.93 | 06/17/2013 | 06/17/2013 | M | 20,000(2) | (3) | 12/15/2019 | Common Stock | 20,000 | $0 | 45,040 | D | |||
Stock Options (Right to Buy) | $12 | (4) | 12/15/2019 | Common Stock | 4,817 | 4,817 | D | ||||||||
Stock Options (Right to Buy) | $13.4 | (5) | 05/27/2020 | Common Stock | 108,750 | 108,750 | D | ||||||||
Stock Options (Right to Buy) | $38.45 | (6) | 05/23/2021 | Common Stock | 96,364 | 96,364 | D | ||||||||
Stock Options (Right to Buy) | $21.64 | (7) | 05/26/2021 | Common Stock | 145,000 | 145,000 | D | ||||||||
Stock Options (Right to Buy) | $22.09 | (8) | 05/18/2022 | Common Stock | 145,000 | 145,000 | D |
Explanation of Responses: |
1. 36,411 of these shares represent Restricted Shares which will vest 25% on each of the 1st, 2nd, 3rd and 4th anniversary dates of the May 23, 2013 grant date. |
2. These stock options were exercised and the option shares were sold pursuant to a Rule 10b5-1 Sales Plan dated May 10, 2012 between Greg S. Roth and Morgan Stanley Smith Barney, LLC. |
3. The stock options are fully vested and exercisable. |
4. The stock options are fully vested and exercisable with respect to a portion of the underlying shares and will become vested on a daily pro rata basis with respect to the remaining shares during the period between the filing date and May 18, 2013. |
5. The stock options are vested and exercisable with respect to 75% of the underlying shares and shall become exercisable with respect to the remaining 25% of the underlying shares on the fourth anniversary of the May 27, 2010 grant date. |
6. These stock options will vest and become exercisable with respect to 25% of the shares on each of the 1st, 2nd, 3rd and 4th anniversary dates of the grant date of May 23, 2013. |
7. The stock options are vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to 25% of the remaining underlying shares on each of the third and fourth anniversaries of the May 26, 2011 grant date. |
8. These stock options are vested and exercisable with respect to 25% of the underlying shares and shall vest and become exercisable with respect to the remaining shares in 25% increments on each of the second, third and fourth anniversaries of the May 18, 2012 grant date. |
/s/ John R. Stair, attorney-in-fact for Mr. Roth | 06/19/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |