4//SEC Filing
TEAM HEALTH HOLDINGS INC. 4
Accession 0000899243-17-003196
CIK 0001082754operating
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 8:29 PM ET
Size
15.4 KB
Accession
0000899243-17-003196
Insider Transaction Report
Form 4
Clifton Steven E.
EVP and General Counsel
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2017-02-06−10,519→ 0 totalExercise: $42.70Exp: 2024-03-10→ Common Stock (10,519 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−7,026$305,631→ 0 total→ Common Stock (7,026 underlying) - Disposition to Issuer
Common Stock
2017-02-06$43.50/sh−3,000$130,500→ 0 total - Disposition to Issuer
Performance Share Units
2017-02-06$43.50/sh−7,026$305,631→ 0 total→ Common Stock (7,026 underlying)
Footnotes (8)
- [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.
- [F2]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.
- [F3]These stock options were to vest and become exercisable one-third on each of the first, second and third anniversaries of the March 10, 2016 grant date.
- [F4]Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
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, 8:29 PM ET
- Size
- 15.4 KB