0000899243-17-003197.txt : 20170208 0000899243-17-003197.hdr.sgml : 20170208 20170208203022 ACCESSION NUMBER: 0000899243-17-003197 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: Fry Patrick CENTRAL INDEX KEY: 0001647735 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34583 FILM NUMBER: 17584168 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 0001647735 Fry Patrick 1516 GATEWAY CT. DAVIS CA 95618 1 0 0 0 Restricted Stock Units 2017-02-06 4 D 0 1085 43.50 D Common Stock 1085 0 D Restricted Stock Units 2017-02-06 4 D 0 3320 43.50 D Common Stock 3320 0 D Each restricted stock unit represents the right to receive, at settlement, one share of common stock. 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. (Continued from footnote 2) 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 one-third on each of the first, 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. Fry 2017-02-08