TEAM INC — Director's Dealing 2014

Oct 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAM INC (TISI)
CIK: 0000318833
Period of Report: 2014-10-15

Reporting Person: HAWK PHILIP J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-15	Common Stock	M	3614	—	Acquired	46924	Direct
2014-10-15	Common Stock	M	3460	—	Acquired	50384	Direct
2014-10-15	Common Stock	M	2757	—	Acquired	53141	Direct
2014-10-15	Common Stock	M	2491	—	Acquired	55632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-15	Restricted Stock Units	$	M	3614	Disposed	2020-10-15	Common Stock (3614)	Direct
2014-10-15	Restricted Stock Units	$	F	2612	Disposed	2020-10-15	Common Stock (0)	Direct
2014-10-15	Restricted Stock Units	$	M	3460	Disposed	2021-10-14	Common Stock (3460)	Direct
2014-10-15	Restricted Stock Units	$	F	2502	Disposed	2021-10-14	Common Stock (0)	Direct
2014-10-15	Restricted Stock Units	$	M	2757	Disposed	2022-10-15	Common Stock (2757)	Direct
2014-10-15	Restricted Stock Units	$	F	1994	Disposed	2022-10-15	Common Stock (0)	Direct
2014-10-15	Restricted Stock Units	$	M	2491	Disposed	2023-10-15	Common Stock (2491)	Direct
2014-10-15	Restricted Stock Units	$	F	1801	Disposed	2023-10-15	Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	355160	Indirect

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

Footnotes

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

F2: Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.

F3: 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.

F4: Represents the portion of Stock Units withheld for income taxes prior to settlement in Common Stock.

F5: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2012, 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.

F6: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2013, 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.

F7: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2014, 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.

F8: Options are fully vested.