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