- Initial Statement of Beneficial Ownership (3)
June 21 2011 - 5:35PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WALLACE KENT
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/21/2011
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3. Issuer Name
and
Ticker or Trading Symbol
VANGUARD HEALTH SYSTEMS INC [VHS]
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(Last)
(First)
(Middle)
20 BURTON HILLS BOULEVARD, SUITE 100
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
___
X
___ Other (specify below)
President & COO / *
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(Street)
NASHVILLE, TN 37215
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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379645
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I
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By 2008 Kent H. Wallace Trust
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Employee Stock Option (Right to Buy)
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(1)
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2/5/2018
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Common Stock
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31281.7
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(2)
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2/5/2018
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Common Stock
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31281.7
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(1)
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2/5/2018
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Common Stock
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26812.8
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$33.67
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D
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Employee Stock Option (Right to Buy)
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6/21/2011
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6/21/2021
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Common Stock
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114229.5
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$33.67
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I
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By 2008 Kent H. Wallace Trust
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Employee Stock Option (Right to Buy)
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11/3/2010
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11/3/2015
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Common Stock
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51123.2
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(3)
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11/3/2015
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Common Stock
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51123.2
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$2.80
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D
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Employee Stock Option (Right to Buy)
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11/3/2010
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11/3/2015
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Common Stock
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43853.9
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$33.67
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D
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Employee Stock Option (Right to Buy)
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11/28/2010
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11/28/2015
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Common Stock
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94858
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(4)
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11/28/2015
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Common Stock
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94858
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$2.80
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D
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Employee Stock Option (Right to Buy)
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11/28/2010
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11/28/2015
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Common Stock
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81272.8
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$33.67
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D
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Employee Stock Option (Right to Buy)
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(5)
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5/5/2019
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Common Stock
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104272.3
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(6)
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5/5/2019
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Common Stock
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104272.3
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$2.80
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D
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Employee Stock Option (Right to Buy)
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(5)
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5/5/2019
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Common Stock
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89376.3
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$33.67
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D
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Explanation of Responses:
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(
1)
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This option becomes exercisable 20% per year on each of the first five anniversaries of the 02/05/2008 grant date of these options (or earlier upon a change of control) beginning on 02/05/2009.
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(
2)
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This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 02/05/2016, the eighth anniversary of the date of grant.
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(
3)
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This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 11/03/2013, the eighth anniversary of the date of grant.
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(
4)
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This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 11/28/2013, the eighth anniversary of the date of grant.
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(
5)
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This option becomes exercisable 20% per year on each of the first five anniversaries of the 05/05/2009 grant date of these options (or earlier upon a change of control) beginning on 05/05/2010.
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(
6)
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This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 05/05/2017, the eighth anniversary of the date of grant.
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Remarks:
*Member of 10% owner group.
EXHIBIT LIST
Exhibit 24 - Power of Attorney
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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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WALLACE KENT
20 BURTON HILLS BOULEVARD
SUITE 100
NASHVILLE, TN 37215
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President & COO
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*
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Signatures
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Ronald P. Soltman, Attorney-in-Fact
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6/21/2011
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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 5(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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