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)
08/12/2015

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	08/12/2015	08/12/2015	S		12,000⁽¹⁾	D	$63.1415⁽²⁾	36,148⁽³⁾	D
Common Stock	08/12/2015	08/12/2015	M		10,000⁽⁴⁾	A	$21.64	46,148	D
Common Stock	08/12/2015	08/12/2015	S		10,000	D	$63.1415⁽²⁾	36,148	D
Common Stock	08/12/2015	08/12/2015	M		10,000⁽⁴⁾	A	$22.09	46,148	D
Common Stock	08/12/2015	08/12/2015	S		10,000	D	$63.1415⁽²⁾	36,148	D
Common Stock	08/12/2015	08/12/2015	M		10,000⁽⁴⁾	A	$38.45	46,148	D
Common Stock	08/12/2015	08/12/2015	S		10,000	D	$63.1415⁽²⁾	36,148	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)	$21.64	08/12/2015	08/12/2015	M			10,000⁽⁵⁾	⁽⁶⁾	05/26/2021	Common Stock	10,000	$0	0	D
Stock Options (Right to Buy)	$22.09	08/12/2015	08/12/2015	M			10,000⁽⁵⁾	⁽⁷⁾	05/18/2022	Common Stock	10,000	$0	10,000	D
Stock Options (Right to Buy)	$38.45	08/12/2015	08/12/2015	M			10,000⁽⁵⁾	⁽⁸⁾	05/23/2021	Common Stock	10,000	$0	19,047	D
Restricted Stock Units	⁽⁹⁾							⁽¹⁰⁾	05/20/2018	Common Stock	8,318		8,318	D
Restricted Stock Units	⁽⁹⁾							⁽¹¹⁾	05/20/2018	Common Stock	21,124		21,124	D
Restricted Stock Units	⁽⁹⁾							⁽¹²⁾	05/21/2019	Common Stock	9,373		9,373	D

Explanation of Responses:

1. These shares were sold pursuant to a 10b5-1 plan dated June 25, 2015 between the Reporting Person and Morgan Stanley Smith Barney, LLC.

2. The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.00 and $63.47, 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 in formation regarding the number of shares sold in each separate transaction.

3. Prior to the reported transaction, 38,815 shares previously reported in column 5 of Table 1 on the Reporting Person's Form 4 dated May 26, 2015 were re-classified as Restricted Stock Units (RSU's), the Reporting Person's beneficial ownership of which is reported in Table II of this filing as RSU's totaling 38,815. Future changes in beneficial ownership of RSU's will be reported in Table II of the Reporting Person's Section 16 filings.

4. These shares were acquired upon the exercise of stock options pursuant to a 10b5-1 plan dated June 25, 2015 between the reporting person and Morgan Stanley Smith Barney, LLC

5. These stock options were exercised, and the underlying shares sold, pursuant to a 10b5-1 plan between the Reporting Person and Morgan Stanley Smith Barney dated June 25, 2015.

6. The stock options are fully vested and exercisable.

7. The stock options are fully 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 underlying shares on the fourth anniversary of the May 18, 2012 grant date.

8. The stock options are vested and exercisable with respect to 50% of the underlying shares and shall vest and become exercisable with respect to the remaining 50% of the underlying shares on the fourth anniversary of the May 23, 2013 grant date.

9. Each RSU represents the contingent right to receive one share of common stock upon vesting of the unit.

10. The remaining RSU's will vest 25% on each of the 2nd, 3rd and 4th anniversaries of the May 20, 2014 grant date.

11. 100% of the RSU's are scheduled to vest on the fourth anniversary of the May 20, 2014 grant date.

12. 25% of the RSU's are scheduled to vest on each of the 1st, 2nd, 3rd and 4th anniversaries of the May 21, 2015 grant date.

	/s/ John R. Stair, attorney-in-fact for Mr. Jones	08/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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