SEC Form 4 · accession 0001209191-15-020501

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 27, 2015

Accepted (ET)

Mar 2, 2015 · 7:23 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	17,480	$48.52	D	850,006	D
Common Stock	Mar 1, 2015	M	150,000	$0.00	A	1,000,006	D
Common Stock	Mar 1, 2015	M	100,000	$0.00	A	1,100,006	D
Common Stock	Mar 1, 2015	F	62,925	$48.52	D	1,037,081	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
Performance Based Restricted	$0.00	Mar 1, 2015	M	150,000	D	Mar 1, 2015	Feb 29, 2024	Common Stock	150,000	0	D
Performance Based Restricted^F2	$0.00	Mar 1, 2015	M	100,000	D	—	—	Common Stock	100,000	200,000	D
Performance Based Restricted^F3	$0.00	Mar 1, 2015	A	150,000	A	Mar 1, 2016	Feb 28, 2025	Common Stock	150,000	150,000	D
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

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.