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