Statement of Changes in Beneficial Ownership (4)
March 02 2017 - 4:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Smith Patton Paul
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2. Issuer Name
and
Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC
[
CYH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Division President
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(Last)
(First)
(Middle)
4000 MERIDIAN BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2017
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(Street)
FRANKLIN, TN 37067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/1/2017
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M
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35000
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A
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$0.00
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52648
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D
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Common Stock
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3/1/2017
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A
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20000
(1)
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A
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$0.00
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72648
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D
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Common Stock
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3/1/2017
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F
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4279
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D
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$9.19
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68369
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Based Restricted
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$0.00
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3/1/2017
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M
(2)
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35000
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3/1/2017
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2/28/2026
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Common Stock
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35000
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$0.00
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0
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D
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Performance Based Restricted
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$0.00
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3/1/2017
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A
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20000
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3/1/2020
(3)
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2/28/2027
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Common Stock
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20000
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$0.00
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20000
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D
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Stock Options (Right to Buy)
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$30.32
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2/24/2011
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2/23/2020
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Common Stock
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1000
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1000
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D
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Stock Options (Right to Buy)
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$34.38
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2/23/2012
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2/22/2021
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Common Stock
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1000
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1000
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D
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Stock Options (Right to Buy)
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$17.49
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2/16/2013
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2/15/2022
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Common Stock
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1000
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1000
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D
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Explanation of Responses:
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(
1)
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The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
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(
2)
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The performance objectives governing these shares of Performance Based Restricted Stock have been met, and, accordingly, these shares will now be reported in Table 1 as directly owned shares of Restricted Stock. The time-vesting restrictions lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
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(
3)
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The vesting of 80% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Growth between January 1, 2017 and December 31, 2019 (the "Performance Period"). The vesting of the remaining 20% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Adjusted EPS for the Performance Period. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the target number of performance-based restricted shares subject to the attainment of the Cumulative Same-Store Adjusted EBITDA Growth and Cumulative Adjusted EPS criteria, as applicable, will ultimately vest on the third anniversary of the date of grant, with the vesting percentage to be determined based upon achievement with respect to the applicable criteria during the Performance Period.
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Remarks:
NOTE: The per share exercise price of each option listed on Table II granted prior to April 29, 2016, was adjusted pursuant to the Employee Matters Agreement between the Issuer and Quorum Health Corporation ("QHC"), dated as of April 29, 2016, to preserve the aggregate intrinsic value of the original award as a result of the spin-off from the Issuer of QHC, effective April 29, 2016.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Smith Patton Paul
4000 MERIDIAN BOULEVARD
FRANKLIN, TN 37067
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Division President
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Signatures
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Christopher G. Cobb, Attorney in Fact for Patton Paul Smith
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3/2/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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