SEC Form 4 · accession 0001209191-15-053360
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
Jun 15, 2015
Accepted (ET)
Jun 15, 2015 · 4:50 pm EDT
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 StockF1 | Jun 15, 2015 | G | 12,000 | $0.00 | D | 1,025,081 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 RestrictedF2 | $0.00 | holding | — | — | — | — | — | Common Stock | 200,000 | 200,000 | D |
| Performance Based RestrictedF3 | $0.00 | holding | — | — | — | Mar 1, 2016 | Feb 28, 2025 | Common Stock | 300,000 | 150,000 | D |
Explanation of responses
- F1These shares were gifted to family members of Reporting Person who do not share Reporting Person's household.
- 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 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.