X0306 4 2017-02-06 1 0001082754 TEAM HEALTH HOLDINGS INC. TMH 0001189534 BIERMAN JAMES L 265 BROOKVIEW CENTRE WAY SUITE 400 KNOXVILLE TN 37919 1 0 0 0 Common Stock 2017-02-06 4 D 0 19384 43.50 D 0 D Restricted Stock Units 2017-02-06 4 D 0 916 43.50 D Common Stock 916 0 D Restricted Stock Units 2017-02-06 4 D 0 1630 43.50 D Common Stock 1630 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 on May 20, 2017. These restricted stock units were to vest in two equal installments on the second and third 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 3, 2016 grant date. /s/ John R. Stair, attorney-in-fact for Mr. Bierman 2017-02-08