0000899243-17-003205.txt : 20170208
0000899243-17-003205.hdr.sgml : 20170208
20170208203420
ACCESSION NUMBER: 0000899243-17-003205
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: Jones David P.
CENTRAL INDEX KEY: 0001477977
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34583
FILM NUMBER: 17584175
MAIL ADDRESS:
STREET 1: TEAM HEALTH HOLDINGS
STREET 2: 1900 WINSTON ROAD, SUITE 300
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
0001477977
Jones David P.
265 BROOKVIEW CENTRE WAY
SUITE 400
KNOXVILLE
TN
37919
0
1
0
0
Executive VP and CFO
Common Stock
2017-02-06
4
D
0
8696
43.50
D
29237
D
Common Stock
2017-02-06
4
D
0
26493
43.50
D
2744
D
Common Stock
2017-02-06
4
D
0
2744
43.50
D
0
D
Stock Options (Right to Buy)
22.09
2017-02-06
4
D
0
10000
D
2022-05-18
Common Stock
10000
0
D
Stock Options (Right to Buy)
38.45
2017-02-06
4
D
0
19047
D
2021-05-23
Common Stock
19047
0
D
Stock Options (Right to Buy)
42.70
2017-02-06
4
D
0
21037
D
2024-03-10
Common Stock
21037
0
D
Restricted Stock Units
2017-02-06
4
D
0
5545
43.50
D
Common Stock
5545
0
D
Restricted Stock Units
2017-02-06
4
D
0
21124
43.50
D
Common Stock
21124
0
D
Restricted Stock Units
2017-02-06
4
D
0
7030
43.50
D
Common Stock
7030
0
D
Restricted Stock Units
2017-02-06
4
D
0
14052
43.50
D
Common Stock
14052
0
D
Performance Share Units
2017-02-06
4
D
0
14052
43.50
D
Common Stock
14052
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 Share Contribution and Share Subscription Agreement, dated as of February 6, 2017 (the "Rollover Agreement "), by and between the Reporting Person and TN Holdco, Inc., an affiliate of Parent, the Reporting Person contributed these shares to TN Holdco, Inc. (the "Rollover") in exchange for a number of shares of TN Holdco, Inc.'s Class A-2 Common Stock calculated in accordance with the Rollover Agreement, and effective as of the effective time of the Merger. For the purposes of the Rollover, these shares were valued at $43.50 per share.
Pursuant to the Merger Agreement, immediately prior to the effective time, any vesting conditions applicable to each restricted share automatically accelerated in full, each restricted share 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 restricted share 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 shares were to vest on May 23, 2017.
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 are fully vested.
11,785 of these stock options have vested. The remaining stock options were to vest and become exercisable on the fourth anniversary of the May 23, 2013 grant date.
These stock options were to vest and become exercisable 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 equal installments on the third and fourth anniversaries of the May 20, 2014 grant date.
These restricted stock units were to vest on May 20, 2018.
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 Mr. Jones
2017-02-08