4//SEC Filing
TEAM HEALTH HOLDINGS INC. 4
Accession 0000899243-17-003204
CIK 0001082754operating
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 8:33 PM ET
Size
33.6 KB
Accession
0000899243-17-003204
Insider Transaction Report
Form 4
Massingale H. Lynn
DirectorExecutive Chairman
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−25,262→ 0 totalExercise: $38.45Exp: 2021-05-23→ Common Stock (25,262 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−40$1,740→ 0 total→ Common Stock (40 underlying) - Disposition to Issuer
Common Stock
2017-02-06$43.50/sh−2,387$103,835→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−37,500→ 0 totalExercise: $22.09Exp: 2022-05-18→ Common Stock (37,500 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−10,562$459,447→ 0 total→ Common Stock (10,562 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−31,868$1,386,258→ 0 total→ Common Stock (31,868 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−15,934$693,129→ 0 total→ Common Stock (15,934 underlying) - Disposition to Issuer
Common Stock
2017-02-06$43.50/sh−30,977$1,347,500→ 2,387 total(indirect: See Footnote) - Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−3,750→ 0 totalExercise: $21.64Exp: 2021-05-26→ Common Stock (3,750 underlying) - Disposition to Issuer
Common Stock
2017-02-06$43.50/sh−14,979$651,587→ 33,364 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−50,820$2,210,670→ 0 total→ Common Stock (50,820 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−11,981$521,174→ 0 total→ Common Stock (11,981 underlying)
Footnotes (17)
- [F1]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.
- [F10]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.
- [F11]These restricted stock units were to vest in equal installments on the third and fourth anniversaries of the May 20, 2014 grant date.
- [F12]These restricted stock units were to vest on the second and third anniversaries of the December 31, 2014 grant date.
- [F13]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.
- [F14]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.
- [F15]Represents an award of restricted stock units granted to correct an administrative error that is fully vested and shall be paid out to the Reporting Person after the Reporting Person's separation from service from the Issuer in equal monthly installments.
- [F16]Represents an award of restricted stock units granted to correct an administrative error that vest and settle upon consummation of the Merger.
- [F17]These shares are held by The H. Lynn Massingale Revocable Trust, of which the Reporting Person is the trustee and sole vested beneficiary.
- [F2]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.
- [F3]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.
- [F4]These restricted shares were to vest on May 23, 2017.
- [F5]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.
- [F6]These stock options are fully vested.
- [F7]These stock options are fully vested.
- [F8]18,946 of these stock options have vested. The remaining stock options were to vest on the fourth anniversary of the May 23, 2013 grant date.
- [F9]Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
Documents
Issuer
TEAM HEALTH HOLDINGS INC.
CIK 0001082754
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001082754
Filing Metadata
- Form type
- 4
- Filed
- Feb 7, 7:00 PM ET
- Accepted
- Feb 8, 8:33 PM ET
- Size
- 33.6 KB