SEC Form 4 · accession 0001209191-15-015294
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne T Smith
Officer — Chairman & CEO · Director
Period of report
Feb 16, 2015
Accepted (ET)
Feb 18, 2015 · 4:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108109
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 16, 2015 | F | 11,069 | $48.14 | D | 867,486 | D | |
| Common Stock | holding | — | — | — | 206,842 | I | by 2009 WTS Irrevocable Trust Dated 2/27/09 | |
| Common Stock | holding | — | — | — | 481,721 | I | WAC LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $32.28 | holding | — | — | — | Feb 27, 2009 | Feb 26, 2018 | Common Stock | 200,000 | 200,000 | D |
| Stock Options (Right to Buy) | $18.18 | holding | — | — | — | Feb 25, 2010 | Feb 24, 2019 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $33.90 | holding | — | — | — | Feb 24, 2011 | Feb 23, 2020 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $37.96 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $21.07 | holding | — | — | — | Feb 16, 2013 | Feb 15, 2022 | Common Stock | 40,000 | 40,000 | D |
| Performance Based RestrictedF1 | $0.00 | holding | — | — | — | Mar 1, 2015 | Feb 29, 2024 | Common Stock | 150,000 | 150,000 | D |
| Performance Based RestrictedF2 | $0.00 | holding | — | — | — | Mar 1, 2015 | Feb 29, 2024 | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the restriction; first, the Company must achieve specified targeted amount of earnings per share from continuing operations, or net revenue from continuing operations, and if the performance objective is met, the vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the objectives are not met, the shares will be forfeited.
- F2Each performance based restricted share represents a contingent right to receive one share of CYH common stock. The lapsing of the restrictions is dependent on the Company meeting certain cost savings ("synergies") from the Health Management Associates, Inc. merger transaction. The performance target may be met in part in the first year or in whole or in part over the first two years. There is also a time vesting element to the maximum targets of the award. If the objectives are not met, the shares will be forfeited.