TMH Team Health Holdings Team Health Holdings, Inc. (delisted)

This Amendment No. 3 (" Amendment No. 3 ") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the " SEC ") on February 25, 2016 (the " Original Schedule 13D ") as amended by Amendment No. 1 filed with the SEC on March 24, 2016 (" Amendment No. 1 ") and Amendment No. 2 filed with the SEC on November 1, 2016 (" Amendment No. 2 " and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the " Schedule 13D ") with respect to the shares (" Shares ") of common stock, par value $0.01 per share, of Team Health Holdings, Inc., a Delaware corporation (the " Issuer "). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4 and 5. This Amendment No. 3 constitutes an "exit filing" for the Reporting Person.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares or RSUs.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On February 6, 2017, an affiliate of The Blackstone Group, L.P. acquired the Issuer pursuant to the Merger Agreement, dated as of October 30, 2016, 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, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (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.

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.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares or RSUs.

(c) Except as set forth in Item 4, the Reporting Person did not affect any transactions in the Shares during the past sixty days.

(d) No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) February 6, 2017.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2017