0000899243-17-003189.txt : 20170208 0000899243-17-003189.hdr.sgml : 20170208 20170208202540 ACCESSION NUMBER: 0000899243-17-003189 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: Snowden Miles CENTRAL INDEX KEY: 0001634354 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34583 FILM NUMBER: 17584159 MAIL ADDRESS: STREET 1: 265 BROOKVIEW CENTRE WAY STREET 2: SUITE 400 CITY: KNOXVILLE STATE: TN ZIP: 37919 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-06 1 0001082754 TEAM HEALTH HOLDINGS INC. TMH 0001634354 Snowden Miles 265 BROOKVIEW CENTRE WAY SUITE 400 KNOXVILLE TN 37919 0 1 0 0 Chief Medical Officer Common Stock 2017-02-06 4 D 0 1500 43.50 D 0 D Stock Options (Right to Buy) 42.70 2017-02-06 4 D 0 9817 D 2024-03-10 Common Stock 9817 0 D Restricted Stock Units 2017-02-06 4 D 0 1690 43.50 D Common Stock 1690 0 D Restricted Stock Units 2017-02-06 4 D 0 3668 43.50 D Common Stock 3668 0 D Restricted Stock Units 2017-02-06 4 D 0 6558 43.50 D Common Stock 6558 0 D Performance Share Units 2017-02-06 4 D 0 6558 43.50 D Common Stock 6558 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. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option ("Option") automatically vested and 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 the Option multiplied by (y) the excess, if any, of $43.50 over the exercise price per share under such Option. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. These stock options were to vest and become exercisable one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date. 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 third and fourth anniversaries of the September 15, 2014 grant date. These restricted stock units were to vest one-third on each of the second, third and fourth anniversaries of the May 21, 2015 grant date. These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date. Each performance share unit ("PSU") represents the right to receive, at settlement, a number of shares of common stock determined by reference to the level of achievement of certain company-wide performance goals (specifically, company-wide EBITDA achievement and net revenue) during the period beginning on January 1, 2016, and ending on December 31, 2017. Subject to certain exceptions for qualifying terminations of employment as set forth in the applicable award agreement, the performance share units were to vest, with the Reporting Person entitled to receive all such earned PSUs subject to the Reporting Person's continued employment, upon the third anniversary of the March 10, 2016 grant date. Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding PSU automatically vested at the target level of performance and was cancelled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the target number of shares subject to such PSU multiplied by (y) $43.50. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. /s/ John R. Stair, attorney-in-fact for Dr. Snowden 2017-02-08