Page 5 of 9 SEC Filing Item 1. SECURITY AND ISSUER
This statement on Schedule 13D relates
to the shares (“Shares”) of common stock, par value $0.01 per share, of Team Health Holdings, Inc., a Delaware
corporation (the “Issuer”). The principal executive office of the Issuer is located at 265 Brookview Centre
Way, Suite 400, Knoxville, TN 37919.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) JANA
Partners LLC, a Delaware limited liability company (“JANA”) ; (ii) Edwin M. Crawford (“Mr. Crawford”);
and (iii) Nancy M. Schlichting (“Ms. Schlichting” and together with JANA and Mr. Crawford, the “Reporting
Persons”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management
and control. The principal owner of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal”).
(b) The principal business address of
JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. Crawford is 600 Hangar Lane, Nashville,
TN 37217. The address of Ms. Schlichting is 1 Ford Place, 5B, Detroit MI 48202.
(c) The principal business of JANA and
the Principal is investing for accounts under their management. The principal business of Mr. Crawford is serving as Co-Founder
and Principal of CrawfordSpalding Group LLC, a provider of business advisory and management services, as well as Partner in Crawford-Ross,
LLC, a healthcare investment firm. The principal business of Ms. Schlichting is serving as the President and Chief Executive Officer
of Henry Ford Health System, a non-for-profit healthcare provider.
(d) Neither the Reporting Persons nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither the Reporting Persons nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) JANA is a limited liability company
organized in Delaware. The Principal, Mr. Crawford and Ms. Schlichting are United States citizens.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 5,984,744 Shares reported herein as beneficially
owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $234 million.
JANA used a total of approximately $231 million
(including brokerage commissions) in the aggregate to acquire the 5,890,368 Shares reported herein as beneficially owned by JANA.
Funds for the purchase of the Shares reported herein as beneficially owned by JANA were derived from investment funds in accounts
managed by JANA. Such Shares are held by the investment funds managed by JANA in cash accounts and none of the funds used to purchase
the Shares reported herein as beneficially owned by JANA were provided through borrowings of any nature.
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| Item 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates
to the shares (“Shares”) of common stock, par value $0.01 per share, of Team Health Holdings, Inc., a Delaware
corporation (the “Issuer”). The principal executive office of the Issuer is located at 265 Brookview Centre
Way, Suite 400, Knoxville, TN 37919.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by (i) JANA
Partners LLC, a Delaware limited liability company (“JANA”) ; (ii) Edwin M. Crawford (“Mr. Crawford”);
and (iii) Nancy M. Schlichting (“Ms. Schlichting” and together with JANA and Mr. Crawford, the “Reporting
Persons”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management
and control. The principal owner of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal”).
(b) The principal business address of
JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. Crawford is 600 Hangar Lane, Nashville,
TN 37217. The address of Ms. Schlichting is 1 Ford Place, 5B, Detroit MI 48202.
(c) The principal business of JANA and
the Principal is investing for accounts under their management. The principal business of Mr. Crawford is serving as Co-Founder
and Principal of CrawfordSpalding Group LLC, a provider of business advisory and management services, as well as Partner in Crawford-Ross,
LLC, a healthcare investment firm. The principal business of Ms. Schlichting is serving as the President and Chief Executive Officer
of Henry Ford Health System, a non-for-profit healthcare provider.
(d) Neither the Reporting Persons nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither the Reporting Persons nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) JANA is a limited liability company
organized in Delaware. The Principal, Mr. Crawford and Ms. Schlichting are United States citizens.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 5,984,744 Shares reported herein as beneficially
owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $234 million.
JANA used a total of approximately $231 million
(including brokerage commissions) in the aggregate to acquire the 5,890,368 Shares reported herein as beneficially owned by JANA.
Funds for the purchase of the Shares reported herein as beneficially owned by JANA were derived from investment funds in accounts
managed by JANA. Such Shares are held by the investment funds managed by JANA in cash accounts and none of the funds used to purchase
the Shares reported herein as beneficially owned by JANA were provided through borrowings of any nature.
