SEC Form 4 · accession 0001209191-15-020492
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lewis Miller
Officer — President and COO
Period of report
Feb 27, 2015
Accepted (ET)
Mar 2, 2015 · 7:18 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 27, 2015 | F | 3,496 | $48.52 | D | 285,281 | D | |
| Common Stock | Mar 1, 2015 | M | 50,000 | $0.00 | A | 335,281 | D | |
| Common Stock | Mar 1, 2015 | M | 33,333 | $0.00 | A | 368,614 | D | |
| Common Stock | Mar 1, 2015 | F | 20,976 | $48.52 | D | 347,638 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted | $0.00 | Mar 1, 2015 | M | 50,000 | D | Mar 1, 2015 | Feb 29, 2024 | Common Stock | 50,000 | 0 | D |
| Performance Based RestrictedF2 | $0.00 | Mar 1, 2015 | M | 33,333 | D | — | — | Common Stock | 33,333 | 66,667 | D |
| Performance Based RestrictedF3 | $0.00 | Mar 1, 2015 | A | 50,000 | A | Mar 1, 2016 | Feb 28, 2025 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $37.96 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 10,000 | 10,000 | D |
| Stock Options (Right to Buy) | $21.07 | holding | — | — | — | Feb 16, 2013 | Feb 15, 2022 | Common Stock | 8,000 | 8,000 | D |
Explanation of responses
- F1The 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 restrictions lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
- F2Each performance based restricted share represents a contingent right to receive one share of CYH common stock. The Company has achieved the cost savings ("synergies") from the Health Management Associates, Inc. ("HMA") merger transaction that were required to be achieved during the first year following the merger transaction, and, accordingly, 1/3 of the performance based restricted shares awarded in conjunction with the completion of the HMA merger transaction will now be reported on Table 1 as directly owned shares. The restrictions on such shares have lapsed. The remaining 2/3 of the performance based restricted shares awarded in conjunction with the completion of the HMA merger transaction will remain subject to the two-year performance target, which may be met in whole or in part in the second year following the grant. 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.
- F3Each 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.