TEAM INC — Director's Dealing 2014

Oct 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAM INC (TISI)
CIK: 0000318833
Period of Report: 2014-10-23

Reporting Person: HAWK PHILIP J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-23	Common Stock	S	17121	$40.044	Disposed	338039	Indirect
2014-10-24	Common Stock	S	3603	$40.0074	Disposed	334436	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55632	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$	2023-10-15	Common Stock (12879)	12879	Direct
Restricted Stock Units	$	2022-10-15	Common Stock (9502)	9502	Direct
Restricted Stock Units	$	2021-10-14	Common Stock (5962)	5962	Direct
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

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $40.00 to $40.16. 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.

F2: This transaction was executed in multiple trades at prices ranging from $40.00 to $40.15. 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 10/15/2014, 10/15/2015, 10/15/2016, 10/15/2017, 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 10/15/2013, 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.

F6: 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.

F7: Options are fully vested.