Statement of Changes in Beneficial Ownership (4)
July 26 2019 - 4:27PM
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
Estimated average burden
hours per response...
0.5
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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
*
GLENVIEW CAPITAL MANAGEMENT, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
TENET HEALTHCARE CORP
[
THC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
767 FIFTH AVENUE, 44TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/24/2019
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(Street)
NEW YORK, NY 10153
(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)
___ Form filed by One Reporting Person
_
X
_ 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, $0.05 par value
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7/24/2019
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P
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200000
(1)
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A
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$19.36
(3)
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18090230
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I
(1)
(2)
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See footnotes
(1)
(2)
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Common Stock, $0.05 par value
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7/25/2019
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P
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600000
(1)
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A
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$19.64
(4)
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18690230
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I
(1)
(2)
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See footnotes
(1)
(2)
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Common Stock, $0.05 par value
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7/26/2019
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P
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27424
(1)
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A
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$20.99
(5)
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18717654
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I
(1)
(2)
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See footnotes
(1)
(2)
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Common Stock, $0.05 par value
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52394
(6)
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D
(2)
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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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Explanation of Responses:
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(1)
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These shares of the Issuer's Common Stock, $0.05 par value per share (the "Shares") were purchased and are held for the accounts of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management, LLC serves as investment manager to each of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management, LLC.
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(2)
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Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(3)
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This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on July 24, 2019 within a $1.00 range. The actual prices for these transactions range from $19.25 to $19.60, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.
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(4)
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This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on July 25, 2019 within a $1.00 range. The actual prices for these transactions range from $19.2925 to $19.94, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.
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(5)
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This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on July 26, 2019 within a $1.00 range. The actual prices for these transactions range from $20.93 to $21.00, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.
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(6)
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Includes 25,728 vested restricted stock units ("RSUs") that will be settled in Shares on May 5, 2020. Each RSU is the economic equivalent of one Share.
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Remarks:
Exhibit List: The Power of Attorney filed as Exhibit B to the Schedule 13D filed by the Reporting Persons on January 19, 2016 is incorporated herein by reference.
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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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GLENVIEW CAPITAL MANAGEMENT, LLC
767 FIFTH AVENUE
44TH FLOOR
NEW YORK, NY 10153
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X
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ROBBINS LARRY
767 FIFTH AVENUE
44TH FLOOR
NEW YORK, NY 10153
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X
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Signatures
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/s/ Mark J. Horowitz, Co-President of Glenview Capital Management, LLC
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7/26/2019
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**
Signature of Reporting Person
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Date
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/s/ Mark J. Horowitz, attorney-in-fact for Larry Robbins
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7/26/2019
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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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