SEC Form 4 · accession 0001209191-16-104483
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
Mar 1, 2016
Accepted (ET)
Mar 2, 2016 · 4:25 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 | Mar 1, 2016 | M | 150,000 | $0.00 | A | 1,225,081 | D | |
| Common Stock | Mar 1, 2016 | M | 200,000 | $0.00 | A | 1,425,081 | 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, 2016 | M | 150,000 | D | Mar 1, 2016 | Feb 28, 2025 | Common Stock | 150,000 | 0 | D |
| Performance Based RestrictedF2 | $0.00 | Mar 1, 2016 | M | 200,000 | D | — | — | Common Stock | 200,000 | 0 | D |
| Performance Based RestrictedF3 | $0.00 | Mar 1, 2016 | A | 150,000 | A | Mar 1, 2017 | Feb 28, 2026 | 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) | $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 time-vesting restrictions lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
- F2Pursuant to the terms governing the award, 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 two years following the HMA merger transaction, and, accordingly, the performance-based restrictions on the remaining portion of the award have lapsed as of the second anniversary of the date of grant. All such shares will now be reported on Table 1 as directly owned shares of Restricted Stock. There is also a time-vesting element. The time-vesting restrictions lapse in equal installments on the second and third anniversary of the date of grant.
- 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 performance-based restriction; first, the Company must achieve specified targeted amount of adjusted EBITDA 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.