Gasc Apf Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

APSC Holdco II, L.P.

(Last)

(First)

(Middle)

C/O IRON PARK CAPITAL PARTNERS, L.P.

527 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEAM INC [ TISI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$7.75	11/09/2021		J⁽¹⁾			3,267,746	⁽²⁾	06/14/2028	Common Stock	3,267,746	⁽¹⁾	0	D⁽³⁾
Warrants	$1.5	11/09/2021		J⁽¹⁾		3,267,746		⁽²⁾	06/14/2028	Common Stock	3,267,746	⁽¹⁾	3,267,746	D⁽³⁾
Warrants	$1.5	11/09/2021		P		500,000		⁽²⁾	06/14/2028	Common Stock	500,000	⁽¹⁾	4,082,949	D⁽³⁾

1. Name and Address of Reporting Person^*

APSC Holdco II, L.P.

(Last)

(First)

(Middle)

C/O IRON PARK CAPITAL PARTNERS, L.P.

527 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlantic Park Strategic Capital Parallel Master Fund, L.P.

(Last)

(First)

(Middle)

C/O IRON PARK CAPITAL PARTNERS, L.P.

527 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GASC APF, L.P.

(Last)

(First)

(Middle)

PARK AVENUE PLAZA,

55 E52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents warrants to purchase 3,582,949 shares of common stock ("Shares") of Team, Inc. (the "Issuer") that have been re-struck at $1.50 per share and an additional 500,000 warrants that were acquired, in each case, based on the same deemed valuation or price.

2. Exercisable at any time at the sole discretion of the holder.

3. APSC Holdco II, L.P. ("APSC Holdco II") directly holds warrants to purchase Shares of the Issuer. Atlantic Park Strategic Capital Parallel Master Fund, L.P. ("Atlantic Park") is the sole beneficial owner of APSC Holdco II. Pursuant to an Investment Management Agreement, dated July 6, 2020, Atlantic Park and certain of its affiliates have delegated their voting and dispositive power over their direct and indirect investments (including the Shares) to Iron Park Capital Partners, LP and GASC APF, L.P. and appointed each of them to jointly act as investment advisers.

	APSC Holdco II, L.P., By: /s/ George Fan, as attorney-in-fact	11/12/2021
	Atlantic Park Strategic Capital Parallel Master Fund, L.P., By: /s/ George Fan, as as attorney-in-fact	11/12/2021
	GASC APF, L.P., By: /s/ Kelly Pettit, as Chief Compliance Officer	11/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Gasc Apf Form 4Change in insider ownership