TEAM INC — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAM INC (TISI)
CIK: 0000318833
Period of Report: 2015-02-04

Reporting Person: HAWK PHILIP J (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	M	16320	$13.28	Acquired	71952	Direct
2015-02-04	Common Stock	S	16320	$39.299	Disposed	55632	Direct
2015-02-05	Common Stock	M	33680	$13.28	Acquired	89312	Direct
2015-02-05	Common Stock	S	33680	$39.354	Disposed	55632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-04	Nq Stock Options	$13.28	M	16320	Disposed	2016-01-17	Common Stock (16320)	Direct
2015-02-05	Nq Stock Options	$13.28	M	33680	Disposed	2016-01-17	Common Stock (33680)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	255160	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$	2024-10-15	Common Stock (10443)	10443	Direct
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

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $39.25 to $39.77. 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 $39.25 to $39.74. 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: Options are fully vested.

F4: Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.

F5: Stock Units vest 25% on 11/4/15, 10/15/16, 10/15/17 and 10/15/18, unless earlier terminated in accordance with the Plan. Stock Units will automatically be converted into shares of Common Stock in accordance with the repective 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 10/15/2014, 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.

F7: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2013, 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.

F8: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2012, 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.