SEC Form 4 · accession 0001209191-16-103944
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, 2016
Accepted (ET)
Mar 1, 2016 · 4:19 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, 2016 | F | 3,497 | $15.12 | D | 352,141 | D |
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) | $37.96 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 10,000 | 10,000 | D |
| Performance Based RestrictedF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 66,667 | 66,667 | D |
| Performance Based RestrictedF2 | $0.00 | holding | — | — | — | Mar 1, 2016 | Feb 28, 2025 | Common Stock | 100,000 | 50,000 | D |
Explanation of responses
- F1Each 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 award was granted on 3/01/14. The performance target on the remaining portion of the award 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.
- F2Each 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 performance-based 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 time-vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the performance objectives are not met, the shares will be forfeited.