4//SEC Filing
TEAM HEALTH HOLDINGS INC. 4
Accession 0000902664-17-000857
CIK 0001082754operating
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 5:02 PM ET
Size
7.3 KB
Accession
0000902664-17-000857
Insider Transaction Report
Form 4
Ostfeld Scott
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-02-06$43.50/sh−2,841$123,584→ 0 total→ Common Stock (2,841 underlying)
Footnotes (5)
- [F1]Each restricted stock unit represented the right to receive, at settlement, one share of common stock of the Issuer.
- [F2]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.
- [F3]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to each restricted stock unit under the Company's Amended and Restated 2009 Stock and Incentive Plan, as amended ("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 of the Merger multiplied by (y) $43.50, subject to applicable withholding taxes.
- [F4]These restricted stock units were to vest one-third on each of the first, second and third anniversaries of the March 25, 2016 grant date.
- [F5]The reporting person is a Partner of JANA Partners LLC ("JANA") and held such restricted stock units for the benefit of JANA. The reporting person disclaims beneficial ownership of the securities of the Issuer beneficially owned by JANA.
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, 5:02 PM ET
- Size
- 7.3 KB