TEAM INC — Director's Dealing 2012

Oct 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAM INC (TISI)
CIK: 0000318833
Period of Report: 2012-10-15

Reporting Person: HAWK PHILIP J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-15	Common Stock	M	5034	—	Acquired	372075	Direct
2012-10-15	Common Stock	M	5599	—	Acquired	377674	Direct
2012-10-15	Common Stock	M	4578	—	Acquired	382252	Direct
2012-10-15	Common Stock	M	4385	—	Acquired	386637	Direct
2012-10-16	Common Stock	S	30000	$32.71	Disposed	356637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-15	Restricted Stock Units	$	A	19003	Acquired	2022-10-15	Common Stock (19003)	Direct
2012-10-15	Restricted Stock Units	$	M	5034	Disposed	2018-10-15	Common Stock (5034)	Direct
2012-10-15	Restricted Stock Units	$	F	1811	Disposed	2018-10-15	Common Stock (1811)	Direct
2012-10-15	Restricted Stock Units	$	M	5599	Disposed	2019-10-14	Common Stock (5599)	Direct
2012-10-15	Restricted Stock Units	$	F	2014	Disposed	2019-10-14	Common Stock (2014)	Direct
2012-10-15	Restricted Stock Units	$	M	4578	Disposed	2020-10-15	Common Stock (4578)	Direct
2012-10-15	Restricted Stock Units	$	F	1647	Disposed	2020-10-15	Common Stock (1647)	Direct
2012-10-15	Restricted Stock Units	$	M	4385	Disposed	2021-10-14	Common Stock (4385)	Direct
2012-10-15	Restricted Stock Units	$	F	1577	Disposed	2021-10-14	Common Stock (1577)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nq Stock Options	$30.33	2017-10-15	Common Stock (120000)	120000	Direct
Nq Stock Options	$15.27	2016-10-17	Common Stock (120000)	120000	Direct
Nq Stock Options	$13.28	2016-01-17	Common Stock (100000)	100000	Direct
Nq Stock Options	$9.63	2015-08-17	Common Stock (46000)	46000	Direct
Nq Stock Options	$9.23	2015-08-12	Common Stock (40000)	40000	Direct
Iso Stock Options	$9.43	2015-05-13	Common Stock (4000)	4000	Direct
Iso Stock Options	$9.57	2015-05-12	Common Stock (10000)	10000	Direct
Iso Stock Options	$9.69	2015-05-11	Common Stock (10000)	10000	Direct

Footnotes

F1: Represents vesting of restricted Stock Units and conversion to Team Common Stock.

F2: This transaction was executed in multiple trades at prices ranging from $32.50 to $33.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.

F4: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2013, 10/15/2014, 10/15/2015 and 10/15/2016, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F5: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/14/2009, 10/14/2010, 10/14/2011 and 10/15/2012, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F6: Represents the portion of Stock Units withheld for income taxes prior to settlement in Common Stock.

F7: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2010, 10/15/2011, 10/15/2012 and 10/15/2013, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F8: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2011, 10/15/2012, 10/15/2013 and 10/15/2014, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F9: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2012, 10/15/2013, 10/15/2014 and 10/15/2015, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F10: Options are fully vested.