IPC Healthcare (IPCM) Form 4 IPC Healthcare / R Jeffrey Taylor ownership change

SEC Form 4

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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X

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^*

Taylor R Jeffrey

(Last) (First) (Middle)

C/O IPC HEALTHCARE, INC.

4605 LANKERSHIM BLVD., STE 617

(Street)

NORTH HOLLYWOOD CA 91602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IPC Healthcare, Inc. [ IPCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & COO

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		147,900	D	$80.25	1,675	D
Common Stock	11/23/2015		A		11,717	A	(1)	13,392	D
Common Stock	11/23/2015		D		11,717	D	(1)	1,675	D
Common Stock	11/23/2015		A		20,685	A	(1)	22,360	D
Common Stock	11/23/2015		D		20,685	D	(1)	1,675	D
Common Stock	11/23/2015		D		1,675	D	(2)	0	D
Common Stock	11/23/2015		A		227	A	$38.89(3)	227	D
Common Stock	11/23/2015		U		227	D	$80.25	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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			3,929	(1)	(1)	Common Stock	3,929	(1)	0	D
Restricted Stock Units	(1)	11/23/2015		D			5,214	(1)	(1)	Common Stock	5,214	(1)	0	D
Restricted Stock Units	(1)	11/23/2015		D			11,060	(1)	(1)	Common Stock	11,060	(1)	0	D
Performance Stock Units	(1)	11/23/2015		D			28,119	(1)	(1)	Common Stock	28,119	(1)	0	D
Stock Option (Right to Buy)	$1.6	11/23/2015		D			3,125	(4)	03/02/2016	Common Stock	3,125	(4)	0	D
Stock Option (Right to Buy)	$5.25	11/23/2015		D			39,063	(4)	07/19/2017	Common Stock	39,063	(4)	0	D
Stock Option (Right to Buy)	$17.54	11/23/2015		D			53,000	(4)	03/19/2018	Common Stock	53,000	(4)	0	D
Stock Option (Right to Buy)	$15.9	11/23/2015		D			69,130	(4)	03/04/2019	Common Stock	69,130	(4)	0	D
Stock Option (Right to Buy)	$33	11/23/2015		D			44,266	(4)	03/03/2020	Common Stock	44,266	(4)	0	D
Stock Option (Right to Buy)	$45.97	11/23/2015		D			45,000	(4)	03/09/2021	Common Stock	45,000	(4)	0	D
Stock Option (Right to Buy)	$36.06	11/23/2015		D			20,000	(4)	03/01/2022	Common Stock	20,000	(4)	0	D
Stock Option (Right to Buy)	$42.12	11/23/2015		D			7,432	(4)	02/27/2020	Common Stock	7,432	(4)	0	D
Stock Options (Right to Buy)	$52.07	11/23/2015		D			6,141	(4)	03/05/2021	Common Stock	6,141	(4)	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. Shares acquired through the Company's Nonqualified Employee Stock Purchase Plan ("ESPP").

4. 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
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