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^*

Allen Heidi S.

(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)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2012

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	12/17/2012	12/17/2012	D		1,050⁽¹⁾	D	$29.39	2,926	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)	$14.93	12/18/2012	12/18/2012	D			5,781⁽²⁾	⁽³⁾	12/15/2019	Common Stock	5,781	$30.5	82,372	D
Stock Options (Right to Buy)	$13.4	12/18/2012	12/18/2012	D			5,719⁽²⁾	⁽⁴⁾	05/27/2020	Common Stock	5,719	$30.5	15,000	D
Stock Options (Right to Buy)	$12							⁽⁵⁾	12/15/2019	Common Stock	3,895		3,895	D
Stock Options (Right to Buy)	$21.64							⁽⁶⁾	05/26/2021	Common Stock	30,000		30,000	D
Stock Options (Right to Buy)	$22.09							⁽⁷⁾	05/18/2022	Common Stock	25,000		25,000	D

Explanation of Responses:

1. These shares were sold pursuant to a 10b5-1 plan between the shareholder and Morgan Stanley Smith Barney dated August 27, 2012.

2. These stock options were exercised and the underlying shares sold pursuant to a 10b5-1 plan entered into between Heidi Allen and Morgan Stanley Smith Barney dated August 27, 2012

3. The 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 underlying shares through June 22, 2013.

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

5. These stock options are fully vested and exercisable with respect to a portion of the underlying shares and will become vested and exercisable on a pro rata daily basis with respect to the remaining underlying shares through June 22, 2013.

6. 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 grant date of May 26, 2011.

7. The stock options shall vest and become exercisable with respect to 25% of the Shares initially covered by the stock options 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 Ms. Allen	12/19/2012
	** 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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