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^*

Jones David P.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2012

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	07/05/2012	07/05/2012	D		20,000	D	$23⁽¹⁾	66,900	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)
Stock Options (Right to Buy)	$12							⁽²⁾	12/15/2019	Common Stock	6,987		6,987	D
Stock Options (Right to Buy)	$14.93							⁽²⁾	12/15/2019	Common Stock	122,094		122,094	D
Stock Options (Right to Buy)	$13.4							⁽³⁾	05/27/2020	Common Stock	50,000		50,000	D
Stock Options (Right to Buy)	$21.64							⁽⁴⁾	05/26/2021	Common Stock	40,000		40,000	D
Stock Options (Right to Buy)	$22.09							⁽⁵⁾	05/18/2022	Common Stock	40,000		40,000	D

Explanation of Responses:

1. This amount represents the $23.95 secondary public offering price per share of common stock of Team Health Holdings, Inc. ("Common Stock") less the underwriting discount of $.95 per share.

2. The stock options are fully vested 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 July 5, 2012 and May 18, 2013.

3. The stock options are fully vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to 25% of the remaining shares on each of the third and fourth anniversaries of the May 27, 2010 grant date.

4. The stock options are vested and exercisable with respect to 25% of the underlying shares and shall vest and become exercisable with respect to 25% of the remaining underlying shares on each of the second, third and fourth anniversaries of the May 26, 2011 grant date.

5. The stock options shall vest and become exercisable with respect to 25% of the underlying shares on each of the first, second, third and fourth anniversaries of the May 18, 2012 grant date.

	/s/ John R. Stair, attorney-in-fact for Mr. Jones	07/06/2012
	** 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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