| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IPC Healthcare, Inc. [ IPCM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/23/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/23/2015 | U | 927 | D | $80.25 | 425 | D | |||
| Common Stock | 11/23/2015 | A | 4,291 | A | (1) | 4,716 | D | |||
| Common Stock | 11/23/2015 | D | 4,291 | D | (1) | 425 | D | |||
| Common Stock | 11/23/2015 | A | 7,779 | A | (1) | 8,204 | D | |||
| Common Stock | 11/23/2015 | D | 7,779 | D | (1) | 425 | D | |||
| Common Stock | 11/23/2015 | D | 425 | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 11/23/2015 | D | 1,424 | (1) | (1) | Common Stock | 1,424 | (1) | 0 | D | ||||
| Restricted Stock Units | (1) | 11/23/2015 | D | 1,944 | (1) | (1) | Common Stock | 1,944 | (1) | 0 | D | ||||
| Restricted Stock Units | (1) | 11/23/2015 | D | 7,373 | (1) | (1) | Common Stock | 7,373 | (1) | 0 | D | ||||
| Performance Stock Units | (1) | 11/23/2015 | D | 18,746 | (1) | (1) | Common Stock | 18,746 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $41.13 | 11/23/2015 | D | 50,000 | (3) | 11/01/2021 | Common Stock | 50,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $36.06 | 11/23/2015 | D | 5,000 | (3) | 03/01/2022 | Common Stock | 5,000 | (3) | 0 | D | ||||
| Stock Option (Rgiht to Buy) | $42.12 | 11/23/2015 | D | 2,703 | (3) | 02/27/2020 | Common Stock | 2,703 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $52.07 | 11/23/2015 | D | 2,340 | (3) | 03/05/2021 | Common Stock | 2,340 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each performance-based restricted stock unit award and time-based restricted stock unit award was converted into awards with respect to shares of Team Health based on the exchange ratio set forth in the Agreement and Plan of Merger, dated as of August 4, 2015, among the issuer Team Health Holdings, Inc ("TMH") and IPC Healthcare, Inc. (the "Merger Agreement" ) and, for awards with performance periods that ended on or prior to the effective time, based on actual achievement of the underlying performance goals through such time. |
| 2. This restricted stock award which was scheduled to vest on or prior to March 1, 2016 was fully vested and cancelled pursuant to the Merger Agreement and converted into the right to receive an amount equal to the per share merger consideration of $80.25 (the Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such award. |
| 3. These options were converted into options to purchase shares of TMH pursuant to the Merger Agreement on the same terms and conditions as applicable to these options, based on the exchange ratio set forth in the Merger Agreement. |
| Remarks: |
| /s/Fernando Sarria, Attorney-in-Fact | 11/25/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
