4//SEC Filing
TEAM HEALTH HOLDINGS INC. 4
Accession 0000899243-17-003185
CIK 0001082754operating
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 8:23 PM ET
Size
16.5 KB
Accession
0000899243-17-003185
Insider Transaction Report
Form 4
Murphy Leif M.
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−381,346→ 0 totalExercise: $32.61Exp: 2024-09-19→ Common Stock (381,346 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−91,996$4,001,826→ 0 total→ Common Stock (91,996 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−441,955→ 0 totalExercise: $32.61Exp: 2024-09-19→ Common Stock (441,955 underlying) - Disposition to Issuer
Market Share Units
2017-02-06$43.50/sh−169,871$7,389,389→ 0 total→ Common Stock (169,871 underlying)
Footnotes (9)
- [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.
- [F2](Continued from footnote 1) Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option ("Option") automatically vested (and with respect to performance-based options, based on the satisfaction of the applicable performance-vesting criteria set forth in the award agreement) 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.
- [F3]These stock options were to vest and become exercisable one-third on each of the first, second and third anniversaries of the September 19, 2016 grant date.
- [F4]These stock options were to vest and become exercisable in three equal installments upon the first dates, if any, occurring during the period commencing on the first (1st) anniversary of the September 19, 2016 grant date and ending on the fourth anniversary of the grant date upon which the average closing trading prices of a share of the Issuer's common stock over a consecutive 10-day trading period equaled or exceeded 115%, 130% and 145%, respectively, of the fair market value of a share of the Issuer's common stock on the grant date.
- [F5]Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- [F6]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.
- [F7]These restricted stock units were to vest 50% on each of the second and third anniversaries of the September 19, 2016 grant date.
- [F8]Each market share unit ("MSU") represents the right to receive, at settlement, the number of shares of common stock determined by applying a multiplier to the target number of shares vesting on the third anniversary of the September 19, 2016 grant date. The multiplier ranges from 75% to 200%, based on the average closing trading price of a share of common stock over the twenty (20) consecutive day trading period immediately preceding the vesting date against the fair market value of a share on the grant date. These shares were previously reported at 100% of the target number of shares awarded on the grant date.
- [F9]Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding MSU automatically vested with respect to 133.4% of the target number of shares awarded on the grant date, each such earned MSU was cancelled, and the Reporting Person was entitled to receive (without interest), an amount in cash equal to the product of (x) the number of such earned MSUs multiplied by (y) $43.50. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
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, 8:23 PM ET
- Size
- 16.5 KB