0000899243-17-003188.txt : 20170208 0000899243-17-003188.hdr.sgml : 20170208 20170208202512 ACCESSION NUMBER: 0000899243-17-003188 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170206 FILED AS OF DATE: 20170208 DATE AS OF CHANGE: 20170208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM HEALTH HOLDINGS INC. CENTRAL INDEX KEY: 0001082754 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 364276525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 265 BROOKVIEW CENTRE WAY STREET 2: SUITE 400 CITY: KNOXVILLE STATE: TN ZIP: 37919 BUSINESS PHONE: 865-693-1000 MAIL ADDRESS: STREET 1: 265 BROOKVIEW CENTRE WAY STREET 2: SUITE 400 CITY: KNOXVILLE STATE: TN ZIP: 37919 FORMER COMPANY: FORMER CONFORMED NAME: TEAM HEALTH HOLDINGS LLC DATE OF NAME CHANGE: 19990325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paulus Kenneth H CENTRAL INDEX KEY: 0001624004 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34583 FILM NUMBER: 17584156 MAIL ADDRESS: STREET 1: 5420 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-06 1 0001082754 TEAM HEALTH HOLDINGS INC. TMH 0001624004 Paulus Kenneth H 1320 WEST LAKE STREET #512 MINNEAPOLIS MN 55408 1 0 0 0 Common Stock 2017-02-06 4 D 0 1000 43.50 D 0 D Restricted Stock Units 2017-02-06 4 D 0 723 43.50 D Common Stock 723 0 D Restricted Stock Units 2017-02-06 4 D 0 3320 43.50 D Common Stock 3320 0 D On February 6, 2017, an affiliate of The Blackstone Group, L.P. acquired the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2016 (the "Merger Agreement"), among the Issuer, Tennessee Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Tennessee Parent, Inc., a Delaware corporation ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) was cancelled and automatically converted into the right to receive $43.50 in cash, without interest and subject to applicable withholding taxes. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. Pursuant to the Merger Agreement, immediately prior to the effective time, any vesting conditions applicable to each restricted stock unit ("Stock Unit") automatically accelerated in full, each Stock Unit was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to such Stock Unit immediately prior to the effective time multiplied by (y) $43.50. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. These restricted stock units were to vest in two equal installments on the second and third anniversaries of the July 10, 2015 grant date. These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 3, 2016 grant date. /s/ John R. Stair, attorney-in-fact for Mr. Paulus 2017-02-08