SEC FORM 4

SEC Form 4

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^*

Massingale H. Lynn

(Last)

(First)

(Middle)

265 BROOKVIEW CENTRE WAY

SUITE 400

(Street)

KNOXVILLE

37919

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/14/2011		D		4,277⁽¹⁾	D	$20.7872	150,983⁽⁴⁾	I	See Footnote
Common Stock	06/14/2011		D		17,002⁽¹⁾	D	$20.9038	133,981⁽⁴⁾	I	See Footnote
Common Stock	06/14/2011		D		2,412⁽²⁾	D	$20.7872	150,279⁽⁵⁾	I	See Footnote
Common Stock	06/14/2011		D		9,590⁽²⁾	D	$20.9038	140,689⁽⁵⁾	I	See Footnote
Common Stock	06/14/2011		D		2,316⁽³⁾	D	$20.7872	81,748⁽⁶⁾	I	See Footnote
Common Stock	06/14/2011		D		9,206⁽³⁾	D	$20.9038	72,542⁽⁶⁾	I	See Footnote
Common Stock	06/15/2011		D		45,999⁽¹⁾	D	$20.095	87,982⁽⁴⁾	I	See Footnote
Common Stock	06/15/2011		D		25,946⁽²⁾	D	$20.095	114,743⁽⁵⁾	I	See Footnote
Common Stock	06/15/2011		D		24,906⁽³⁾	D	$20.095	47,636⁽⁶⁾	I	See Footnote
Common Stock	06/16/2011		D		29,013⁽¹⁾	D	$19.8135	58,969⁽⁴⁾	I	See Footnote
Common Stock	06/16/2011		D		16,365⁽²⁾	D	$19.8135	98,378⁽⁵⁾	I	See Footnote
Common Stock	06/16/2011		D		15,709⁽³⁾	D	$19.8135	31,927⁽⁶⁾	I	See Footnote
Common Stock								15,401	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were sold pursuant to a Rule 10b5-1 Trading Plan entered into on March 14, 2011 between Massingale Investments, LLC and UBS Financial Services, Inc.

2. These shares were sold pursuant to a Rule 10b5-1 Trading Plan entered into on March 14, 2011 between H. Lynn Massingale, Trustee for the H. Lynn Massingale Trust, and UBS Financial Services, Inc.

3. These shares were sold pursuant to a Rule 10b5-1 Trading Plan entered into on March 14, 2011 between Cheryl S. Massingale, Trustee for The Cheryl S. Massingale Trust, and UBS Financial Services, Inc.

4. These shares are held by Massingale Investments, LLC, a limited liability company of which the Reporting Person and his spouse are members.

5. These shares are held by The H. Lynn Massingale Trust, of which the Reporting Person is the trustee and sole vested beneficiary.

6. These shares are held by The Cheryl S. Massingale Trust, of which the Reporting Person's spouse is the trustee and sole vested beneficiary.

	/s/ John R. Stair, attorney-in-fact for Dr. Massingale	06/16/2011
	** 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).
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