SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Rogers Oliver

(Last)

(First)

(Middle)

265 BROOKVIEW CENTRE WAY, SUITE 400

(Street)

KNOXVILLE

37919

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2014

3. Issuer Name and Ticker or Trading Symbol
TEAM HEALTH HOLDINGS INC. [ TMH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,807⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	12/14/2019	Common Stock	3,188	$14.93	D
Stock Options (Right to Buy)	⁽²⁾	05/27/2020	Common Stock	7,500	$13.4	D
Stock Options (Right to Buy)	⁽³⁾	05/26/2021	Common Stock	40,000	$21.64	D
Stock Options (Right to Buy)	⁽⁴⁾	05/18/2022	Common Stock	40,000	$22.09	D
Stock Options (Right to Buy)	⁽⁵⁾	05/23/2021	Common Stock	29,047	$38.45	D
Stock Options (Right to Buy)	⁽⁶⁾	05/20/2022	Common Stock	26,064	$47.34	D

Explanation of Responses:

1. The shares reported in Column 2 of Table 1 consist of 4,536 fully vested shares and 38,271 unvested restricted shares. The unvested restricted shares vest 25% on the anniversary date of each grant.

2. These stock options are fully vested an exercisable.

3. These stock options are vested and exercisable with respect to 75% of the underlying shares and will become vested and exercisable with respect to the remaining 25% of the underlying shares on the fourth anniversary of the May 26, 2011 grant date.

4. These stock options are vested and exercisable with respect to 50% of the underlying shares and will become vested and exercisable with respect to the remaining 50% of the underlying shares on the fourth anniversary of the May 18, 2012 grant date.

5. These stock options are vested and exercisable with respect to 25% of the underlying shares and will become vested and exercisable with respect to the remaining 75% of the underlying shares on the fourth anniversary of the May 23, 2013 grant date.

6. These stock options wil become vested and exercisable with respect to 25% of the underlying shares on each of the first, second, third and fourth anniversaries of the May 20, 2014 grant date.

	/s/ John R. Stair, attorney-in-fact for Mr. Rogers	09/17/2014
	** 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 5 (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.