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*
ROTH GREG

(Last) (First) (Middle)
265 BROOKVIEW CENTRE WAY, SUITE 400

(Street)
KNOXVILLE TN 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)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2014 08/15/2014 S 4,600 (1) D $56.8786 (2) 146,664 D
Common Stock 08/15/2014 08/15/2014 M 19,000 (3) A $21.64 165,664 D
Common Stock 08/15/2014 08/15/2014 S 19,000 (3) D $56.653 (4) 146,664 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $21.64 08/15/2014 08/15/2014 M 19,000 (5) (6) 05/26/2021 Common Stock 19,000 $0 89,115 D
Explanation of Responses:
1. These shares were sold pursuant to a Rule 10b5-1 Sales Plan dated May 8, 2014 between the Shareholder and Morgan Stanley Smith Barney, LLC.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.60 to $57.19, inclusive. The reporting person undertakes to provide to Team Health Holdings, Inc., any security holder of Team Health Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
3. These shares were acquired and subsequently sold pursuant to stock options exercised under a Rule 10b5-1 Sales Plan dated May 8, 2014 between the Shareholder and Morgan Stanley Smith Barney, LLC.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.26 to $57.18, inclusive. The reporting person undertakes to provide to Team Health Holdings, Inc., any security holder of Team Health Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
5. These stock options were exercised and the underlying shares sold pursuant to a Rule 10b5-1 Sales Plan dated May 8, 2014 between the Shareholder and Morgan Stanley Smith Barney, LLC.
6. The stock options are vested and exercisable with respect to 75% of the underlying shares and shall vest and become exercisable with respect to the remaining 25% of the shares on the fourth anniversary of the May 26, 2011 grant date.
/s/ John R. Stair, attorney-in-fact for Mr. Roth 08/18/2014
** 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 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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