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